Digatrade Financial Corp.
June 30, 2017
(Expressed in Canadian Dollars)
Unaudited Interim Consolidated Financial Statements
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Notice of No Auditor Review of Interim Consolidated Financial Statements | 2 |
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Unaudited Interim Consolidated Balance Sheets | 3 |
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Unaudited Interim Consolidated Statement of Equity | 4 |
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Unaudited Interim Consolidated Statements of Operations and Deficit | 5 |
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Unaudited Interim Consolidated Statements of Cash Flows | 6 |
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Notes to the Unaudited Interim Consolidated Financial Statements | 7 |
Notice of No Auditor Review of Interim Consolidated 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 consolidated financial statements they must be accompanied by a notice indicating that the interim consolidated financial statements have not been reviewed by an auditor.
The accompanying unaudited interim consolidated financial statements of the Company for the three months ended June 30, 2017 have been prepared by, and are the responsibility of, the Company’s management.
The Company’s independent auditor has not performed a review of these interim consolidated financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim consolidated financial statements by an entity’s auditor.
“Bradley J. Moynes”
Bradley J. Moynes
President, Director & CEO
“Tyrone Docherty”
Tyrone Docherty
Director
DIGATRADE FINANCIAL CORP.
Interim Consolidated Balance Sheets
Unaudited – prepared by management
(Expressed in Canadian Dollars)
| Note | June 30, 2017 | December 31, 2016 |
| | $ | $ |
ASSETS | | | |
| | | |
CURRENT | | | |
Cash | | 3,882 | 114,488 |
Accounts Receivable | 4 | 65,292 | 15,864 |
Prepaid Expenses | 5 | 35,892 | 6,001 |
GST Recoverable | | 3,610 | 2,372 |
| | | |
| | 108,676 | 138,725 |
| | | |
LIABILITIES | | | |
| | | |
CURRENT | | | |
Trade and Other Payables | 6 | 131,421 | 254,197 |
Liabilities to Customers | 7 | 56,800 | 10,319 |
Convertible Promissory Notes Payable – Current Portion | 8 | 159,232 | 224,597 |
| | | |
| | 347,453 | 489,113 |
| | | |
Convertible Promissory Notes Payable | 8 | 350,379 | 170,776 |
| | | |
| | 697,832 | 659,889 |
| | | |
SHAREHOLDERS' DEFICIENCY | | | |
| | | |
Share Capital | 9 | 3,677,866 | 3,645,457 |
Share Subscription Received | | 334,975 | 334,975 |
Deficit | | (4,601,997) | (4,501,596) |
| | | |
| | (589,156) | (521,164) |
| | | |
| | 108,676 | 138,725 |
Nature and Continuance of Operations (Note 1)
Approved on Behalf of the Board:
“Bradley J. Moynes” | | “Tyrone Docherty” |
Bradley J. Moynes Chairman, President, Director and CEO | | Tyrone Docherty Chairman & Director |
The accompanying notes are an integral part of these interim financial statements |
DIGATRADE FINANCIAL CORP.
Interim Consolidated Statement of Changes in Shareholders’ Equity
Unaudited – prepared by management
(Expressed in Canadian Dollars)
| Note | Number of common shares | Share capital | Share subscriptions received | Deficit | Total |
| | | $ | $ | $ | $ |
Balance, December 31, 2015 | | 1,661,150 | 3,358,848 | 25,998 | (4,328,627) | (943,782) |
Net profit for the period | | - | - | - | 22,899 | 22,899 |
Balance, June 30, 2016 | | 1,661,150 | 3,358,848 | 25,998 | (4,305,727) | (920,881) |
Balance, December 31, 2016 | | 42,909,650 | 3,645,457 | 334,975 | (4,501,596) | (521,164) |
Shares issued in settlement of Debt | 9(b)(iii) | 2,000,000 | 32,409 | - | - | 32,409 |
Net loss for the period | | - | - | - | (100,401) | (100,251) |
Balance, June 30, 2017 | | 44,909,650 | 3,677,866 | 334,975 | (4,601,997) | (589,156) |
The accompanying notes are an integral part of these interim financial statements |
DIGATRADE FINANCIAL CORP.
(Formerly “Bit-X Financial Corporation”)
Interim Consolidated Statements of Operations, Comprehensive Loss and Deficit
Unaudited – prepared by management
(Expressed in Canadian Dollars)
| Three Months ended | Six Months ended |
| June 30, | June 30, |
| 2017 | 2016 | 2017 | 2016 |
| $ | $ | $ | $ |
EXPENSES | | | | |
| | | | |
Accounting, Audit and Legal | 9,800 | 9,800 | 19,600 | 17,800 |
Amortization | - | 30 | - | 61 |
Consulting Expense | 30,000 | 18,750 | 45,000 | 34,450 |
Investor Relations Expense | | - | 631 | - |
Filing and Transfer Agent Fees | 1,212 | 2,508 | 7,866 | 5,015 |
Management Fees | 30,000 | 15,000 | 45,000 | 30,000 |
Administration Expenses | 16 | - | 16 | - |
Bank Charges and Interest | 416 | 481 | 525 | 963 |
Project Development Costs | 4,074 | 44,494 | 4,074 | 106,655 |
| | | | |
| 75,518 | 91,062 | 122,712 | 194,944 |
| | | | \ |
PROFIT (LOSS) BEFORE OTHER ITEMS | (75,518) | (91,062) | (122,712) | (6,429) |
| | | | |
Foreign Exchange (Loss) Gain | 20,146 | 74 | 21,798 | 29,329 |
Gain on Settlement of Debt | 514 | - | 514 | - |
Coin Development Fee Income | - | 64,621 | - | - |
| | | | |
NET PROFIT (LOSS) FOR THE PERIOD | (54,859) | (26,515) | (100,401) | 22,900 |
| | | | |
Other Comprehensive Income | - | - | - | - |
| | | | |
NET COMPREHENSIVE LOSS FOR THE PERIOD | (54,859) | (26,515) | (100,401) | 22,900 |
| | | | |
POST-SHARE CONSOLIDATION (Note 10(b)(i)) | | | | |
| | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 43,108,545 | 1,623,987 | 43,108,545 | 1,623,987 |
| | | | |
BASIC AND DILUTED (LOSS) PROFIT PER SHARE | (0.001) | (0.012) | (0.002) | 0.014 |
The accompanying notes are an integral part of these interim financial statements |
DIGATRADE FINANCIAL CORP.
Interim Consolidated Statements of Cash Flows
Unaudited – prepared by management
(Expressed in Canadian Dollars)
| Three Months ended | Six Months ended |
| June 30, | June 30, |
| 2017 | 2016 | 2017 | 2016 |
| $ | $ | $ | $ |
Cash Provided BY (USED IN): | | | | |
| | | | |
OPERATING ACTIVITIES | | | | |
| | | | |
Net Profit (Loss) for the Period | (54,859) | 26,515 | (100,401) | 22,900 |
| | | | |
Non-Cash Items | | | | |
Unrealized foreign exchange (gains) losses | (19,103) | 10,262 | (21,312) | 28,352 |
Gain on Settlement of Debt | 514 | - | 514 | - |
Expenses paid by an unrelated Third Party | - | 4,368 | - | 4,368 |
Amortization of prepaid expenses | - | 2,507 | 3,999 | 5,014 |
Amortization of property and equipment | - | 31 | - | 61 |
| | | | |
Changes in Non-Cash Working Capital Accounts | | | | |
Accounts Receivable | 343 | (7,535) | (945) | 29,977 |
Prepaid Expenses | (31,893) | - | (35,892) | - |
GST Payable (Recoverable) | 1,143 | 661 | (1,238) | 661 |
Liabilities to Customers | - | (34,852) | - | (35,775) |
Accounts Payable and Accrued Liabilities | (82,243) | 30,719 | (122,777) | 11,739 |
| | | | |
| (186,098) | 18,083 | (278,052) | 6,737 |
| | | | |
FINANCING ACTIVITIES | | | | |
Promissory Notes repaid | (130,498) | - | (130,498) | - |
Proceeds Received on Issuance of Promissory Notes | 297,943 | 29,008 | 297,943 | 44,158 |
| | | | |
| 167,445 | 29,008 | 167,445 | 44,158 |
| | | | |
| | | | |
NET (DECREASE) INCREASE IN CASH | (18,653) | (82) | (110,607) | 2,926 |
| | | | |
Cash (Bank Indebtedness), Beginning of the Period | 22,535 | 2,984 | 114,489 | (24) |
| | | | |
Cash, End of the PERIOD | 3,882 | 2,902 | 3,882 | 2,902 |
The accompanying notes are an integral part of these interim financial statements |
DIGATRADE FINANCIAL CORP.
Notes to the Interim Consolidated Financial Statements
June 30, 2017
(Expressed in Canadian Dollars)
NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS
The Company was incorporated on December 28, 2000, under the Company Act of the Province of British Columbia, Canada. On February 19, 2015 the Company changed its name from Rainchief Energy Inc. to Bit-X Financial Corporation. On October 27, 2015 the Company changed its name from Bit-X Financial Corporation to Digatrade Financial Corp. The Company is focused on developing blockchain technology services and building a profitable digital asset exchange platform that allows customers to trade digital assets and crypto-currencies. The Company is exploring new opportunities within the sector including Initial Coin Offerings “ICO’s”, Digital Corporate Finance “DCF” and blockchain consulting & advisory services for third party token releases supported by multiple asset pairings, crypto-listings and liquidity services.
In March 2015, the Company entered into an agreement with Mega Ideas Holdings Limited, dba ANX (“ANXPRO and ANX International”), a company incorporated and existing under the laws of Hong Kong. ANX owns a proprietary trading platform and provides operational support specializing in blockchain development services and exchange and transaction services for crypto-currencies known as Bitcoin and other digital assets.
The head office, principal address, and records office of the Company are located at 1500 West Georgia Street, Suite 1300, Vancouver, British Columbia, Canada, V6C 2Z6.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards on the basis that the Company is a going concern and will be able to meet its obligations and continue its operations for its next fiscal year. Several conditions as set out below cast uncertainties on the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon the financial support from its creditors, shareholders, and related parties, its ability to obtain financing for its development projects, and upon the attainment of future profitable operations.
The Company has not yet achieved profitable operations, and has accumulated losses of $4,601,997 since inception and working capital deficiency of $238,777 as at June 30, 2017; accordingly, the Company will need to raise additional funds through future issuance of securities or debt financing. Although the Company has raised funds in the past, there can be no assurance the Company will be able to raise sufficient funds in the future, in which case the Company may be unable to meet its obligations as they come due in the normal course of business. It is not possible to predict whether financing efforts will be successful or if the Company will attain a profitable level of operations.
The current cash resources are not adequate to pay the Company’s accounts payable and to meet its minimum commitments at the date of these financial statements, including planned corporate and administrative expenses, and other project implementation costs, accordingly, there is significant doubt about the Company’s ability to continue as a going concern. These financial statements do not give effect to adjustments that would be necessary to the carrying amounts and classifications of assets and liabilities should the Company be unable to continue as a going concern.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
These unaudited interim condensed financial statements have been prepared on a historical cost basis except for financial instruments classified as available-for-sale that have been measured at fair value. Cost is the fair value of the consideration given in exchange for net assets.
| b) | Statement of Compliance |
| | These interim condensed financial statements, including comparative figures have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and in accordance with International Accounting Standards (“IAS”) 34,Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required for full annual financial statements. |
These condensed consolidated interim financial statements have been prepared on the basis of accounting policies and methods of computation consistent with those applied in the Company’s December 31, 2016 consolidated annual financial statements.
The policies applied in these interim financial statements are based on IFRS policies as of August 25 2017, the date on which the Board of Directors approved the statements. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ended December 31, 2017 could result in restatement of these interim financial statements, including the adjustments recognized on transition to IFRS.
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (collectively, the “Company”). Intercompany balances and transactions are eliminated in preparing the consolidated financial statements. The following companies have been consolidated within these consolidated financial statements:
Entity | Country of Incorporation | Holding | Functional Currency |
| | | |
Digatrade Financial Corp. | Canada | Parent Company | Canadian Dollar |
Digatrade Limited | Canada | 100% | Canadian Dollar |
Digatrade (UK) Limited | United Kingdom | 100% | Pounds Sterling |
Digatrade Limited | USA | 100% | US Dollar |
These consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the parent company. Each subsidiary determines its own functional currency (Note 2(c)) and items included in the financial statements of each subsidiary are measured using that functional currency.
| i) | Transactions and Balances in Foreign Currencies |
Foreign currency transactions are translated into the functional currency of the respective entity, using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items at year-end exchange rates are recognized in profit or loss.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction and are not retranslated. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
On consolidation, the assets and liabilities of foreign operations are translated into Canadian dollars at the exchange rate prevailing at the reporting date and their revenues and expenses are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on the translation are recognized in other comprehensive income and accumulated in the currency translation reserve in equity. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in earnings and recognized as part of the gain or loss on disposal.
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is recognized to write off the cost of the property and equipment less their residual values over their useful lives using the declining balance method at 30% per annum for computer equipment and 20% for furniture and equipment, except in the year of acquisition when one-half of the rate is used. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
| f) | Project Development Costs |
Project development costs are expensed as incurred.
The Company records proceeds from share issuances, net of commissions and issuance costs. Shares issued for other than cash consideration are valued at the quoted price on the Over-the-Counter Markers Tier QB in the United States based on the earliest of: (i) the date the shares are issued, and (ii) the date the agreement to issue the shares is reached.
Revenue is comprised of consulting & advisory fees, transaction fees, payment processing fees and commissions earned on trades executed on the trading platform. Consulting fee income is recognized as the consulting services are provided. Commission is considered earned when a trade is completed by the Company’s customers. Advisory and consulting fees earned have been accounted for as a recovery of development costs incurred
The fair value method of accounting is used for share-based payment transactions. Under this method, the cost of stock options and other share-based payments is recorded based on the estimated fair value using the Black-Scholes option-pricing model at the grant date and charged to profit over the vesting period. The amount recognized as an expense is adjusted to reflect the number of equity instruments expected to vest.
Upon the exercise of stock options and other share-based payments, consideration received on the exercise of these equity instruments is recorded as share capital and the related share-based payment reserve is transferred to share capital. The fair value of unexercised equity instruments are transferred from reserve to retained earnings upon expiry.
Basic loss per share is calculated by dividing net loss by the weighted average number of common shares issued and outstanding during the reporting period. Diluted loss per share is the same as basic loss per share, as the issuance of shares on the exercise of stock options and share purchase warrants is anti-dilutive. The loss per share in prior periods has been adjusted to take into account the consolidation of the Company’s common stock on June 8, 2016.
Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity.
Current income tax assets and/or liabilities comprise those claims from, or obligations to, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the consolidated financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.
ii) Deferred Income Tax
Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive income or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities classified at fair value through profit or loss) are added to, or deducted from, the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities classified at fair value through profit or loss are recognized immediately in profit or loss.
Financial assets and financial liabilities are measured subsequently as described below. The Company does not have any derivative financial instruments.
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:
| · | Financial assets at fair value through profit or loss; |
| · | Held-to-maturity investments; and |
| · | Available-for-sale financial assets. |
The category determines subsequent measurement and whether any resulting income and expense is recognized in profit or loss or in other comprehensive income.
All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described below.
| · | Financial assets at fair value through profit or loss – Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or that meet certain conditions and are designated at fair value through profit or loss upon initial recognition. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments. Assets in this category are measured at fair value with gains or losses recognized in profit or loss. The Company’s cash falls into this category of financial instruments. |
| · | Loans and receivables – Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at amortized cost using the effective interest method less any provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Company’s accounts receivable falls into this category of financial instruments. |
| m) | Financial Instruments (Continued) |
| i) | Financial Assets (Continued) |
| · | Held-to-maturity investments – Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity, other than loans and receivables. Investments are classified as held-to-maturity if the Company has the intention and ability to hold them until maturity. The Company currently does not hold financial assets in this category. |
Held-to-maturity investments are measured subsequently at amortized cost using the effective interest method. If there is objective evidence that the investment is impaired as determined by reference to external credit ratings, then the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized in profit or loss.
| · | Available-for-sale financial assets – Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. The Company currently does not hold financial assets in this category. |
Available-for-sale financial assets are measured at fair value. Gains and losses are recognized in other comprehensive income and reported within the available-for-sale reserve within equity, except for impairment losses and foreign exchange differences on monetary assets, which are recognized in profit or loss. When the asset is disposed of or is determined to be impaired, the cumulative gain or loss recognized in other comprehensive income is reclassified from the equity reserve to profit or loss, and presented as a reclassification adjustment within other comprehensive income.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, then the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
In respect of available-for-sale financial assets, impairment losses previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income and accumulated in the revaluation reserve.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.
| m) | Financial Instruments (Continued) |
ii) Financial Liabilities
For the purpose of subsequent measurement, financial liabilities are classified as either financial liabilities at fair value through profit or loss, or other financial liabilities upon initial recognition.
| · | Financial liabilities at fair value through profit or loss – Financial liabilities at fair value through profit or loss include financial liabilities that are either classified as held for trading or that meet certain conditions and are designated at fair value through profit or loss upon initial recognition. Liabilities in this category are measured at fair value with gains or losses recognized in profit or loss. The Company’s bank indebtedness falls into this category of financial instruments. |
| · | Other financial liabilities– Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the effective interest rate method amortization process. The Company’s trade and other payables, liabilities to customers, and promissory notes payable fall into this category of financial instruments. |
A financial liability is derecognized when it is extinguished, discharged, cancelled or expired.
Certain comparative figures have been reclassified to conform to the financial statement presentation adopted for the current period.
| o) | Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company |
Anumberofnewaccountingstandards,amendmentstostandards,and interpretationshavebeenissued butnotyeteffectiveup tothe dateofissuance oftheCompany’s consolidatedfinancialstatements.TheCompanyintendstoadoptthefollowingstandards, if applicable,when theybecomeeffective.
| a) | IFRS9–FinancialInstruments |
IFRS9asissuedreflectsthefirstphaseoftheIASBsworkonthereplacementofIAS39andappliestoclassificationandmeasurementoffinancialassetsasdefinedinIAS39.Thestandardwasinitiallyeffectiveforannualperiodbeginning on orafterJanuary1,2013, butamendments toIFRS 9MandatoryEffectiveDateofIFRS 9 andTransitionDisclosures,issued inDecember2011,movedthemandatoryeffectivedatetoJanuary 1,2018.The Company has not yet determined the impact of this standard on its consolidated financial statements.
| b) | IFRS15–Revenue from Contracts with Customers |
IFRS15clarifiestheprinciplesforrecognizingrevenuefromcontractswithcustomers.IFRS15willalsoresultinenhanceddisclosures aboutrevenue,provideguidancefortransactionsthatwerenotpreviouslyaddressed comprehensively,andimprove guidanceformultiple-elementarrangements.ThestandardiseffectiveforannualperiodsbeginningonorafterJanuary 1, 2018 and isto be appliedretrospectively.TheCompany has notyetdetermined theimpactof this standard on its consolidatedfinancialstatements.
| o) | Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company (continued) |
IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the least term is 12 months or less or the underlying asset has a low value. Lessor accounting remains largely unchanged from IAS 17 and the distinction between operating and finance leases is retained. The standard is effective for annual period beginning on or after January 1, 2019.
NOTE 3 – SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
In the application of the Company’s accounting policies which are described in Note 2, management is required to make judgments, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Significant judgments, estimates, and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are described below.
Deferred tax assets, including those arising from un-utilized tax losses, require management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.
| b) | Provision for Restoration and Rehabilitation |
The Company recognizes a provision for future abandonment activities in the financial statements equal to the net present value of the estimated future expenditures required to settle the estimated future obligation at the statement of financial position date. The measurement of the restoration and rehabilitation obligation involves the use of estimates and assumptions including the discount rate, the expected timing of future expenditures and the amount of future abandonment costs. The estimates were made by management and external consultants considering current costs, technology and enacted legislation. As a result, there could be significant adjustments to the provisions established which would affect future financial results.
NOTE 4 – ACCOUNTS RECEIVABLE
As at June 30, 2017 and December 31, 2016, the Company had the following amounts due from third parties:
| June 30, 2017 | December 31, 2016 |
| $ | $ |
Credit Card Proceeds Receivable | 5,545 | 5,545 |
Due From Trading Platform (Note 7) | 59,747 | 10,319 |
| | |
| 65,292 | 15,864 |
NOTE 5 – PREPAID EXPENSES
As at June 30, 2017 and December 31, 2016, the Company had prepaid the following amounts:
| June 30, 2017 | December 31, 2016 |
| $ | $ |
Operating Expenses | - | 6,001 |
Prepaid Management Fees (Note 10(a)(i)) | 35,892 | - |
| | |
| 35,892 | 6,001 |
NOTE 6 – TRADE AND OTHER PAYABLES
| June 30, 2017 | December 31, 2016 |
| $ | $ |
| | |
Trade Payables | 48,744 | 99,830 |
Accrued Liabilities | 73,213 | 91,336 |
Related Party Payable (Note 10(a)(i)) | - | 36,177 |
Share Subscription to be Refunded (Note 9(b)(iii) | 9,384 | 26,854 |
| | |
| 131,421 | 254,197 |
NOTE 7 - LIABILITY TO CUSTOMERS
As at June 30, 2017, the Company had a liability to customers trading on the Company’s currency platform in the amount of $56,800 (December 31, 2015 – $10,319). This amount is offset by an equal amount due to the Company from the trading platform. (Note 4)
NOTE 8 – CONVERTIBLE PROMISSORY NOTES PAYABLE
The Company did not issue any convertible promissory notes during the period ending June 30, 2017
On April 21, 2017, the Company issued a convertible promissory note in the amount of $66,100 (US$50,000) to an unrelated party.
On May 1, 2017, the Company issued a convertible promissory note in the amount of $103,073 (US$75,000) to an unrelated party.
On May 10, 2017, the Company issued a convertible promissory note in the amount of $40,923 (US$30,000) to an unrelated party.
On May 15, 2017, the Company issued a convertible promissory note in the amount of $40,623 (US$30,000) to an unrelated party.
On May 19, 2017, the Company issued a convertible promissory note in the amount of $47,215 (US$35,000) to an unrelated party.
The notes are non-interest bearing, unsecured and mature on December 31, 2021. The notes may be converted into common shares of the Company in whole or in part at the option of the holder upon terms to be determined by the Company either 10 days prior to repayment of the note or the maturity date, whichever shall occur first. The notes shall become immediately payable should the Company complete financing in excess of US$5,000,000 prior to the maturity date, and shall bear interest at 3% per annum compounded annually should the Company default on the note.
On June 12, 2017, the Company entered into an assignment of creditors and debt settlement agreement with unrelated parties. See Note 9(b)(iii).
During May 2017, the Company repaid certain Convertible Promissory Notes totaling $42,538 to an unrelated party.
During May and June 2017, the Company repaid certain Convertible Promissory Notes totaling $87,960 (including US$31,200) issued to a company controlled by a Director.
NOTE 9 – SHARE CAPITAL
Unlimited number of common shares without par value.
| b) | Issued and Outstanding Common Shares |
| i) | Effective June 8, 2016, the common shares of the Company were consolidated at the ratio of one new common share for every 50 old common shares. The Company issued 12,306 shares to round up fractional entitlements resulting from the consolidation. The number of common shares and basic profit or loss per share calculations disclosed in these financial statements have been adjusted to reflect the retroactive application of this share consolidation. |
| ii) | At December 31, 2016, a share subscription in the amount of $25,998 (US$20,000) received on November 11, 2015 was reclassified to accounts payable, as the Company had agreed to return the investment to the investor. On January 27, 2017 the Company repaid $17,469 (US$13,000) to the investor. |
| iii) | On June 12, 2017, the Company entered into an assignment of creditors and debt settlement agreement with unrelated parties. The Company settled convertible promissory notes totaling $32,924 (including US$15,150) by the issuance of 2,000,000 shares of common stock and realized a gain of $516 on the transaction. |
| c) | Share Purchase Warrants |
As at June 30, 2017 and December 31, 2016, the Company had no share purchase warrants outstanding
On September 19, 2014, the Company entered into an escrow agreement with a creditor. The Company agreed to pay the creditor $2,500 upon signing of the agreement and to issue 75,000 shares (1,500 post-consolidation shares) to be held in escrow. The Company was obligated to pay the creditor a further $7,334 (US$6,687) forty five days after the Company’s stock becomes DWAC-eligible. On December 22, 2016, the Company paid $5,374 (US$4,000) and the creditor agreed to release the shares from escrow.
NOTE 10 – RELATED PARTIES TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed. Details of transactions between the Company and other related parties, in addition to those transactions disclosed elsewhere in these consolidated financial statements, are described below.
a) Related Party Balances
As at June 30, 2017, the Company had $35,893 (December 31, 2016 – ($36,117)) in amounts prepaid to a company controlled by a Director (also an officer) of the Company. The amounts arose from management fees paid in advance, and are non-interest bearing, unsecured and have no specified terms of repayment.
NOTE 10 – RELATED PARTIES TRANSACTIONS (continued)
During June 2017 the Company repaid certain convertible promissory notes totaling $87,960 (including US$31,200) issued to a company controlled by a Director (also an officer) of the Company. Included in Convertible Promissory Notes as at June 30, 2017, was $Nil (December 31, 2016, $89,364 including US$31,200) owed to a company controlled by a Director (also an officer) of the Company).
Included in Convertible Promissory Notes as at June 30, 2017, was $64,885, (US$50,000), (December 31, 2016, $67,135 (US$50,000)) owed to a company controlled by a former officer of the Company.
b) Compensation of Key Management Personnel
The Company incurred management fees and share-based payments for services provided by key management personnel for the periods ended June 30, 2017 and 2016 as described below. All related party transactions were in the ordinary course of business and were measured at their exchange amount.
| Three Months ended | Six Months ended |
| June 30, | June 30, |
| 2017 | 2016 | 2017 | 2016 |
| $ | $ | $ | $ |
| | | | |
Management Fees | 30,000 | 15,000 | 45,000 | 30,000 |
NOTE 11 – COMMITMENT
On March 31, 2015, the Company entered into an agreement with Mega Idea Holdings Limited, dba ANX (“ANX”), to provide Crypto-currency deposit and exchange services. Pursuant to the terms of the agreement, the Company is required to pay monthly maintenance fees of US$10,000 for maintenance and support of the exchange platform. The agreement with ANX is for a term of three years.
On April 7, 2017, the Company entered into a debt settlement agreement with ANX for outstanding service fees of US$95,050 for a one-time cash payment of US$40,000. The gain of $73,916 (US$55,050) on the forgiveness of debt was recorded as a reduction in exchange platform development costs for the year ended December 31, 2016.
Concurrently with the debt settlement agreement, the Company entered into a revised agreement with ANX. Pursuant to the terms of the agreement, the Company is required to pay monthly maintenance fees of US$1,500 for the first six months commencing the first month after the effective date, and US$5,000 thereafter. The revised agreement with ANX is for a term of two years.
NOTE 12 – SUBSEQUENT EVENTS
| i) | Consulting Agreement and Convertible Promissory Note |
On July 10, 2017 the Company entered into a consulting agreement with an unrelated party for the provision of advertising services to promote the Company’s trading platform and blockchain development services, and to introduce the Company to potential investors. The Consultant shall be paid US$75,000 for its services of which $48,330 (US$37,500) shall be in the form of a Convertible Promissory Note (executed concurrently with the Consulting Agreement) and US$37,500 shall be payable prior to the note maturity date.
The Convertible Promissory Note is non-interest bearing, unsecured and matures on January 10, 2018 The Note may be converted into common shares of the Company in whole or in part at the option of the holder either 10 days prior to repayment of the Note or the maturity date, whichever shall occur first. The Note shall become immediately payable should the Company complete financing in excess of US$5,000,000 prior to the maturity date, and shall bear interest at 3% per annum compounded annually should the Company default on the note.
| ii) | Convertible Promissory Note |
On August 18, 2017, the Company issued a Convertible Promissory Note in the amount of $94,395 (US$75,000) to an unrelated party. The Note is unsecured, bears interest at 12% per annum from the date of issue and matures on May 30, 2018. Any amount of interest or principal that is not paid on the maturity date bears interest at 22% per annum from the maturity date to the date of payment. Any amount of principal and or interest that is unpaid after February 14, 2018 may be converted in whole or in part into common stock of the Company at the option of the holder. The Company may prepay the principal and all accrued interest at any time between the date of issue and February 14, 2018, together with a prepayment premium of between 15% and 40% of the amount prepaid.
NOTE 13 – FINANCIAL INSTRUMENTS
The Company’s financial instruments are exposed to certain financial risks:
The carrying values of cash, bank indebtedness, accounts receivable, accounts payable and accrued liabilities, and amounts due to and from related parties approximate their fair value as at the balance sheet date.
Liquidity risk refers to the risk that an entity will encounter difficulty meeting obligations associated with financial liabilities. The Company is dependent upon on the availability of credit from its suppliers and its ability to generate sufficient funds from equity and debt financing to meet current and future obligations. There can be no assurance that such financing will be available on terms acceptable to the Company.
Credit risk is the risk of loss associated with a counter party’s inability to fulfill its payment obligations. Management considers that risks related to credit are not significant to the Company at this time.
NOTE 13 – FINANCIAL INSTRUMENTS (continued)
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Management considers that risks related to interest are not significant to the Company at this time. Amounts owed from and to related parties are non-interest bearing.
e) Foreign Exchange Risk
The Company operates in Canada and the United States and some of its material expenditures are payable in U.S. dollars. The Company is therefore subject to currency exchange risk arising from the degree of volatility of changes in exchange rates between the Canadian dollar and the U.S. dollar. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.
NOTE 14 – CAPITAL MANAGEMENT
The Company’s objective for managing its capital structure is to safeguard the Company’s ability to continue as a going concern and to ensure it has the financial capacity, liquidity and flexibility to fund its on-going operations and capital expenditures including investment in resource properties it has or may acquire.
The Company manages its share capital as capital, which as at June 30, 2017 totaled $4,601,997 (December 31, 2016 - $3,358,848). At this time the Company’s access to the debt market is limited and it relies on equity issuances and the support of shareholders to fund its investments in capital assets and resource properties. The Company monitors capital to maintain a sufficient working capital position to fund annualized administrative expenses and capital investments.
The Company’s share capital is not subject to external restrictions. The Company has not paid or declared any dividends since the date of incorporation, nor are any contemplated in the foreseeable future. There were no changes in the Company’s approach to capital management during three months ended June 30, 2017.
As at June 30, 2017 the Company had a working capital deficiency of $238,777. The Company will issue shares and may from time to time adjust its capital spending to maintain or adjust the capital structure. There can be no assurance that the Company will be able to obtain debt or equity capital in the case of operating cash deficits.
The Company’s share capital is not subject to external restrictions. The Company has not paid or declared any dividends since the date of incorporation, nor are any contemplated in the foreseeable future. There were no changes in the Company’s approach to capital management during the period ended June 30, 2017.