Cover
Cover | 9 Months Ended |
Aug. 31, 2022 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Aug. 31, 2022 |
Current Fiscal Year End Date | --11-30 |
Entity Registrant Name | LIQUID MEDIA GROUP LTD. |
Entity Central Index Key | 0000884247 |
Entity Address, Address Line One | #401 |
Entity Address, Address Line Two | 750 West Pender Street |
Entity Address, City or Town | Vancouver |
Entity Address, State or Province | BC |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | V6C 2T7 |
Condensed Interim Consolidated
Condensed Interim Consolidated Statements of Financial Position (Unaudited) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Current assets | ||
Cash | $ 447,471 | $ 4,305,461 |
Receivables | 1,280,220 | 778,505 |
Prepaids | 273,290 | 50,644 |
Acquisition advances | 1,702,882 | |
Loans receivable | 674,424 | |
Total current assets | 2,675,405 | 6,837,492 |
Restricted cash | 52,647 | 53,937 |
Investment in content | 212,144 | 40,984 |
Equipment | 305,729 | 30,312 |
Intangible assets | 5,024,792 | 3,636,078 |
Right-of-use assets | 176,256 | 133,984 |
Goodwill | 6,274,356 | 833,493 |
Total assets | 14,721,329 | 11,566,280 |
Current liabilities | ||
Accounts payable and accrued liabilities | 4,020,577 | 2,001,732 |
Corporate income taxes payable | 5,206 | 5,206 |
Deferred revenue | 840,757 | 183,994 |
Loans payable | 148,709 | |
Current portion of long-term debt | 10,230 | |
Current portion of lease liability | 105,931 | 61,703 |
Total current liabilities | 5,131,410 | 2,252,635 |
Long-term debt | 149,435 | 158,265 |
Lease liability | 75,712 | 73,472 |
Deferred income taxes | 813,783 | 763,120 |
Derivative liability | 2,727,729 | 1,277,200 |
Liabilities | 8,898,069 | 4,524,692 |
SHAREHOLDERS' EQUITY | ||
Share capital | 37,325,187 | 35,102,920 |
Reserves | 3,289,376 | 3,400,835 |
Accumulated other comprehensive income | (8,246) | |
Accumulated deficit | (34,783,057) | (31,462,167) |
Total Equity | 5,823,260 | 7,041,588 |
Total equity and liabilities | $ 14,721,329 | $ 11,566,280 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Profit or loss [abstract] | ||||
Sales | $ 1,533,893 | $ 5,365 | $ 3,769,052 | $ 15,620 |
Cost of sales | 1,020,984 | 51,927 | 2,720,249 | 320,469 |
Gross profit (loss) | 512,909 | (46,562) | 1,048,803 | (304,849) |
Operating expenses | ||||
Accretion expense | 2,490 | 7,367 | 8,427 | |
Amortization | 151,158 | 18,849 | 318,826 | 56,548 |
Consulting fees | 131,680 | 86,618 | 408,348 | 542,474 |
Depreciation | 32,268 | 8,119 | 64,539 | 24,357 |
Foreign exchange (gain) loss | (16,058) | (10,199) | 4,319 | 27,364 |
Interest expense | 16,791 | 1,424 | 23,211 | 21,499 |
Investor relations, filing, and compliance fees | 180,834 | 15,710 | 372,791 | 117,456 |
Management and directors salaries and fees | 493,514 | 159,834 | 1,186,957 | 511,332 |
Marketing | 13,766 | 112,650 | 446,662 | 484,955 |
Other general and administrative expenses | 246,253 | 35,746 | 631,484 | 146,104 |
Professional fees | 229,247 | 153,869 | 843,203 | 483,122 |
Research and development | 35,403 | 98,061 | 246,671 | 305,258 |
Share-based compensation | (80,999) | 323,065 | 129,558 | 1,525,106 |
Salaries and benefits | 659,494 | 3,899 | 1,733,315 | 5,846 |
Total operating expenses | 2,095,841 | 1,007,645 | 6,417,251 | 4,259,848 |
Loss before other income (expenses) | (1,582,932) | (1,054,207) | (5,368,448) | (4,564,697) |
Interest and other income | 38,017 | 22,367 | 88,686 | 49,765 |
Royalty income | 11,579 | 46,012 | ||
Write-off of licenses | (481,026) | |||
Gain (loss) on derivative liability | 1,598,952 | (160,364) | ||
Gain (loss) on settlement of debt | 38,257 | |||
Gain (loss) on disposal of equipment | 6,688 | |||
Unrealized gains on equity instruments | 182,900 | 1,139,133 | ||
Allowance for credit loss | (14,595) | (129,778) | ||
Total other income (expenses) | 49,596 | 190,672 | 1,740,338 | 455,987 |
Loss before income taxes | (1,533,336) | (863,535) | (3,628,110) | (4,108,710) |
Deferred income tax recovery | (111,978) | (308,589) | ||
Income tax expense | 215 | 1,369 | ||
Loss for the period | (1,421,573) | (863,535) | (3,320,890) | (4,108,710) |
Foreign currency translation adjustment | 5,609 | (8,246) | ||
Comprehensive loss for the period | $ (1,415,964) | $ (863,535) | $ (3,329,136) | $ (4,108,710) |
Basic and diluted loss per common share - Company | $ (0.07) | $ (0.06) | $ (0.18) | $ (0.32) |
Weighted average number of common shares outstanding | 19,313,340 | 14,638,598 | 18,127,095 | 12,954,520 |
Condensed Interim Consolidate_3
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Cash flows used in operating activities | ||
Loss from continuing operations for the period | $ (3,320,890) | $ (4,108,710) |
Items not affecting cash: | ||
Accretion expense | 7,367 | 8,427 |
Accrued interest income | (80,343) | (51,900) |
Accrued interest expense | 10,559 | 3,323 |
Allowance for credit loss | 129,778 | |
Amortization - intangibles | 527,086 | 56,548 |
Amortization - licenses | 211,847 | |
Amortization - right-of-use asset | 68,915 | |
Depreciation | 64,539 | 24,357 |
Change in value of derivatives | (1,598,952) | 160,364 |
Deferred income tax recovery | (308,589) | |
Government grant | (5,967) | |
Interest on lease liability | 7,730 | |
(Gain) loss on settlement of debt | (38,257) | |
Loss on disposal of equipment | (6,688) | |
Share-based compensation | 129,558 | 1,525,106 |
Shares issued for services | 67,500 | 46,948 |
Unrealized foreign exchange | 41,458 | 4,036 |
Unrealized gains on equity instruments | (1,139,133) | |
Write-off of license fees | 481,026 | |
Changes in non-cash working capital: | ||
Receivables | 207,745 | (57,322) |
Prepaids | (119,396) | 303,406 |
Accounts payable and accrued liabilities | (119,991) | 49,890 |
Deferred revenue | 656,763 | |
Cash flows from (used in) operating activities | (3,771,596) | (2,390,266) |
Cash flows used in investing activities | ||
Cash acquired on purchase of iGEMS | 21,981 | |
Cash acquired on purchase of DCU | 209,295 | |
Acquisition of equipment | (1,260) | |
Investment in content | (171,160) | |
Investment in intangibles | (25,000) | |
Advances for acquisitions | (198,849) | (572,880) |
Cash flows from (used in) investing activities | (164,993) | (572,880) |
Cash flows provided by financing activities | ||
Loan proceeds from related parties | 138,150 | |
Long-term debt repayments | (5,335) | |
Interest paid on loans | (2,049) | |
Lease payments | (67,391) | |
Shares and warrants issued for cash | 6,000,000 | |
Share issuance costs | (555,046) | |
Warrants exercised and issued for cash | 2,613,993 | |
Options exercised and issued for cash | 19,000 | |
Cash flows from (used in) financing activities | 70,759 | 8,070,563 |
Effect of foreign exchange on cash | 7,840 | 4,399 |
Change in cash during the period | (3,857,990) | 5,111,816 |
Cash, beginning of period | 4,305,461 | 543,749 |
Cash, end of period | 447,471 | 5,655,565 |
Interest received | ||
Interest paid | $ 2,049 |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Issued capital [member] | Commitment To Issue Shares [Member] | Reserves [Member] | Accumulated other comprehensive income [member] | Retained earnings [member] | Total |
Beginning balance, value at Nov. 30, 2020 | $ 22,435,363 | $ 440,501 | $ 2,741,849 | $ (18,682,796) | $ 6,934,917 | |
Beginning Balance, Shares at Nov. 30, 2020 | 10,142,426 | |||||
IfrsStatementLineItems [Line Items] | ||||||
Shares issued for cash | $ 6,000,000 | 6,000,000 | ||||
Shares issued for cash, Shares | 1,791,045 | |||||
Shares issued to settle debt | $ 561,403 | 561,403 | ||||
Shares issued to settle debt, Shares | 257,878 | |||||
Units issued for convertible debentures and related interest | $ 454,967 | (49,967) | 405,000 | |||
Units issued for convertible debentures and related interest, Shares | 270,000 | |||||
Shares issued for services | $ 46,948 | 46,948 | ||||
Shares issued for services, Shares | 17,907 | |||||
Shares issued for restricted share units | $ 372,376 | (372,376) | ||||
Shares issued for restricted share units, Shares | 250,001 | |||||
Shares issued for cashless warrant exercise | $ 423,503 | 423,503 | ||||
Shares issued for cashless warrant exercise, Shares | 121,319 | |||||
Share issuance costs | $ (555,046) | (555,046) | ||||
Warrants exercised for cash | $ 3,278,800 | (440,501) | (224,306) | 2,613,993 | ||
Warrants exercised for cash, Shares | 1,787,251 | |||||
Options exercised for cash | $ 38,561 | (19,561) | 19,000 | |||
Options exercised for cash, Shares | 10,000 | |||||
Share-based compensation | 1,525,106 | 1,525,106 | ||||
Foreign exchange on translation | ||||||
Loss for the period | (4,108,710) | (4,108,710) | ||||
Ending balance, value at Aug. 31, 2021 | $ 33,056,875 | 3,600,745 | (22,791,506) | 13,866,114 | ||
Ending Balance, Shares at Aug. 31, 2021 | 14,647,827 | |||||
IfrsStatementLineItems [Line Items] | ||||||
Shares issued pursuant to acquisition of IndieFlix | $ 799,994 | 799,994 | ||||
Shares issued pursuant to acquisition of IndieFlix, Shares | 499,996 | |||||
Shares issued for cash | $ 915,230 | 915,230 | ||||
Shares issued for cash, Shares | 437,365 | |||||
Shares issued for restricted share units | $ 349,126 | (349,126) | ||||
Shares issued for restricted share units, Shares | 237,501 | |||||
Share issuance costs | $ (18,305) | (18,305) | ||||
Share-based compensation | 149,216 | 149,216 | ||||
Loss for the period | (8,670,661) | (8,670,661) | ||||
Ending balance, value at Nov. 30, 2021 | $ 35,102,920 | 3,400,835 | (31,462,167) | 7,041,588 | ||
Ending Balance, Shares at Nov. 30, 2021 | 15,822,689 | |||||
IfrsStatementLineItems [Line Items] | ||||||
Shares issued pursuant to acquisition of iGEMS | $ 233,750 | 233,750 | ||||
Shares issued pursuant to acquisition of iGEMS, Shares | 212,500 | |||||
Shares issued pursuant to acquisition of DCU | $ 1,680,000 | 1,680,000 | ||||
Shares issued pursuant to acquisition of DCU, Shares | 3,000,000 | |||||
Shares issued to settle debt | $ 67,500 | 67,500 | ||||
Shares issued to settle debt, Shares | 114,194 | |||||
Shares issued for restricted share units | $ 241,017 | (241,017) | ||||
Shares issued for restricted share units, Shares | 163,957 | |||||
Share-based compensation | 129,558 | 129,558 | ||||
Foreign exchange on translation | (8,246) | (8,246) | ||||
Loss for the period | (3,320,890) | (3,320,890) | ||||
Ending balance, value at Aug. 31, 2022 | $ 37,325,187 | $ 3,289,376 | $ (8,246) | $ (34,783,057) | $ 5,823,260 | |
Ending Balance, Shares at Aug. 31, 2022 | 19,313,340 |
Nature and Continuance of Opera
Nature and Continuance of Operations | 9 Months Ended |
Aug. 31, 2022 | |
Nature And Continuance Of Operations | |
Nature and Continuance of Operations | 1. Nature and Continuance of Operations Liquid Media Group Ltd. (“Liquid” or the “Company”) is a business solutions company empowering independent film and TV content creators to package, finance, deliver and monetize their professional video intellectual property globally. The head office of the Company is 67 East 5th Avenue, Vancouver, BC, V5T 1G7 and the registered records office of the Company is Suite 400, 725 Granville Street, PO Box 10325, Vancouver, BC, V7Y 1G5. The Company’s common shares are listed on the Nasdaq Stock Market (“Nasdaq”) under the trading symbol “YVR”. On September 22, 2021, the Company acquired 100% of the shares of IndieFlix Group, Inc. (“IndieFlix”). IndieFlix is a Delaware corporation that has a global ‘edutainment’ streaming service that creates, promotes, and supports social impact films. (Note 3). On December 14, 2021, the Company acquired 100% of the shares of iGEMS TV, Inc. (“iGEMS”). iGEMS is a Delaware corporation which provides a comprehensive content recommendation engine. (Note 3). On March 7, 2022, the Company acquired 100% of the shares of Digital Cinema UTD Holding Limited. (“DCU”). DCU is a Malta corporation with four subsidiaries located in the Czech Republic, United Kingdom, United Stated of America, and South Africa which provides content supply chain technology and services supporting independent intellectual property owners, producers, sales agents, alternative content distributors, downstream media platforms and studios. (Note 3). These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at August 31, 2022, the Company has generated losses since inception and has an accumulated deficit of $ 34,783,057 These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies The following is a summary of the significant accounting policies used in the preparation of these condensed interim consolidated financial statements. Statement of compliance These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounts Standards (“IAS”) 34, “Condensed Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) on a basis consistent with the accounting policies disclosed in the audited consolidated financial statements for the year ended November 30, 2021. This condensed interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. Therefore, it is recommended that this financial report be read in conjunction with the restated audited annual financial statements of the Company for the year ended November 30, 2021. Basis of presentation The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for certain financial assets and liabilities, including derivative instruments that are measured at fair value. The consolidated financial statements are presented in United States dollars unless otherwise noted. As at November 30, 2021, the Company changed its accounting policy to present its results in United States dollars (“USD”) instead of Canadian dollars “(“CAD”) as done previously. This accounting change has been applied retrospectively in preparing these financial statements; as such, all comparative figures have been restated to reflect this change. Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries at the end of the reporting period as follows: Schedule of Company and its subsidiaries at the end of the reporting period Functional Percentage owned Incorporation Currency 2022 2021 Liquid Media Group (Canada) Ltd. Canada USD 100 % 100 % Liquid Media Production Funding Ltd. Canada USD 100 % 100 % Liquid Media (US) Holding Co., Inc. USA USD 100 % 100 % Liquid Media Merger Sub 2, Inc. USA USD 100 % 100 % iGEMS TV, Inc., (“iGEMS”) USA USD 100 % 0 % IndieFlix Group, Inc. (“IndieFlix”) USA USD 100 % 100 % Companies controlled by IndieFlix: RACE, LLC USA USD 100 % 100 % Money, LLC USA USD 100 % 100 % Digital Cinema UTD. Holding Limited Malta Euro 100 % - Companies owned by DCU Digital Cinema UTD. CEE s.r.o. Czech Republic Czech Koruna 100 % - Digital Cinema UTD. UK Limited United Kingdom British Pound 100 % - Digital Cinema UTD. Americas Inc. USA USD 100 % - Digital Cinema United SA (PTY) South Africa South African 100 % - On August 13, 2021 the Company incorporated Liquid US. On October 20, 2021 the Company incorporated Liquid Merger Sub 2. On November 30, 2021, the Company incorporated Liquid Production Funding. On August 27, 2021, the Company incorporated Liquid Media Merger Sub, Inc. which was amalgamated with IndieFlix on September 22, 2021 (Note 3). On September 22, 2021, the Company acquired 100% of the shares of IndieFlix, a Delaware corporation (Note 3). On October 20, 2021 the Company incorporated Liquid Merger Sub 3, which was amalgamated with iGEMS on December 14, 2021 (Note 3). On December 14, 2021, the Company acquired 100% of the shares of iGEMS, a Delaware corporation (Note 3). On March 7, 2022, the Company acquired 100% of the shares of DCU, a Malta corporation. (Note 3). All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. Use of estimates The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the period. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. Significant estimates and judgements made by management in the preparation of these condensed interim consolidated financial statements are outlined below. Uncertainty of COVID-19 pandemic In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, initially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. This outbreak could decrease spending, adversely affect demand for our services and solutions and harm our business and results of operations; however, the Company has also recognized that the pandemic has led to a global increase in screen time which is beneficial to the Company’s operations. As countries continue to re-open from the pandemic, it is possible that screen time will decrease which may adversely affect the Company; however, it also leads to an increase in film and TV content being produced as film and TV producers are able to travel and continue operations leading to an increase in content available for the Company to package, finance, deliver, and monetize. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business, results of operations, or how it will impact the Company’s ability to conduct financings at this time. Functional currency Management is required to assess the functional currency of each entity of the Company. In concluding on the functional currencies of the parent and its subsidiaries, management considered the currency that mainly influences the sale prices of goods and services and the cost of providing goods and services in each jurisdiction in which the Company operates. When no single currency was clearly dominant, the Company also considered secondary indicators including the currency in which funds from financing activities are denominated and the currency in which funds are retained. Level of control or influence over companies The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Company’s control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. The Company had considered its ownership position in Waterproof Studios Inc. (“Waterproof”) and determined it did not have the ability to influence the key operating activities of the entity. Accordingly, the Company accounted for its investment under fair value through profit or loss (Note 8) up to the disposal date of October 18, 2021. Income taxes In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Determination of Cash Generating Units (“CGUs”) CGUs are the lowest level within an entity at which goodwill is monitored for internal management purposes which is not higher than an operating segment. The Company has assessed that each acquired entity is a separate CGU. Valuation of share-based compensation and derivatives The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation and other equity based payments, excluding contingent consideration. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. Valuation of contingent consideration The Company uses a probability scenario based approached for valuation of share-based contingent consideration relating to the IndieFlix and iGEMS acquisitions (Note 3). Under the probability scenario based approach, management calculates the probability that the contingent shares will be issued under a low case, base case, and high case scenario. Changes in the probabilities can materially affect the fair value estimate and the Company’s earnings and equity reserves. The Company uses a combination of Monte-Carlo simulation and Finnerty Put Option model (the “Consideration Valuation Model”) for valuation of share-based contingent consideration relating to the DCU acquisition (Note 3). The Consideration Valuation Model requires the input of subjective assumptions including: expected share price volatility, revenue correlation, and estimated number of shares to be issued. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. Valuation of intangible assets Intangible assets are assessed for impairment indicators at each reporting date. Management first reviews qualitative factors in determining if an impairment needs to be recorded. Quantitative factors are then used to calculate the amount of impairment, if needed. Valuation of investment in equity instrument The Company values its equity instruments in private companies at fair value at each reporting date. The determination of fair value is based on estimates made by management on the expected earnings before income, taxes, and amortization multiplied by a reasonable factor for the appropriate industry applicable to the private company. Estimation of expected credit loss Loans receivable are assessed for an estimated credit loss at each reporting date. The estimated loss is determined based on management’s knowledge of the debtor and their ability to repay the loan. As the current debtors’ are private entities, management must rely on assertions provided to them from the debtor to make their estimates. Valuation of convertible debentures The equity portion of the convertible debenture is calculated using a discounted cash flow method which requires management to make an estimate on an appropriate discount rate. Valuation of right-of-use asset and lease liability The application of IFRS 16 requires the Company to make judgments that affect the valuation of the right-of-use assets and the valuation of lease liabilities. These include: determining the contract term and determining the interest rate used for discounting of future cash flows. The lease term determined by the Company is comprised of the non-cancellable period of lease agreements, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The present value of the lease payment is determined using a discount rate representing the rate of a commercial mortgage rate, observed in the period when the lease agreement commences or is modified. Foreign currency translation The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is USD and the function currency of its subsidiaries are the USD, the Euro, the Czech Koruna, the British Pound, and the South African Rand. The functional currency of Waterproof was the CAD. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates Transactions in currencies other than the functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities in foreign currencies are translated at historical rates. Revenues and expenses are translated at the average exchange rates approximating those in effect during the reporting period. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s non USD operations are translated to USD at the exchange rate at the reporting date. The income and expenses are translated using average rates. Foreign currency differences that arise on translation for consolidation purposes are recognized in other comprehensive income (loss). Equipment Equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss. Assets under construction are not depreciated until available for their intended use. Depreciation is charged over the estimated useful lives using the declining balance method as follows: Schedule of equipment Computer equipment 30 % Equipment 20 % Vehicles 30 % Intangible assets The Company has intangible assets from acquisitions and development of gaming content and films. The amortization method, useful life and residual values are assessed annually and the assets are tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense is recorded on a straight-line basis beginning with the month the corresponding assets are available for use and over the estimated useful lives provided below: Schedule of estimated useful lives of intangible assets Video game catalogues 15 Platform coding and technology 3 Distribution libraries 10 Customer relationships 3 Brands indefinite Upon retirement or disposal, the cost of the asset disposed of and the related accumulated amortization are removed from the accounts and any gain or loss is reflected in profit and loss. Expenditures for repairs and maintenance are expensed as incurred. Development expenditures, including the cost of material, direct labour, and other direct costs are recognized as an intangible asset when the following recognition requirements are met: · the development costs can be measured reliably; · the project is technically and commercially feasible; · the Company intends to and has sufficient resources to complete the project; · the Company has the ability to use or sell the asset, and · the asset will generate probable future economic benefits. Intangible assets being developed are amortized once development is complete. Video game catalogues The video game catalogues are made up of a diverse variety of games, ranging in age and popularity. The catalogues are unique due to the diverse nature of the products within the catalogues, making it difficult to assign a useful life. The useful life of 15 Platform coding and technology The platform coding acquired by the Company is subject to amortization from the date it was put into use in March 2022. Through the acquisition of DCU, the Company acquired various technologies. These assets are carried at cost, including amounts of purchase price allocations upon acquisitions. 3 Distribution libraries Through the acquisition of IndieFlix, the Company acquired distribution libraries. These assets are carried at cost, including amounts of purchase price allocations upon acquisitions. 10 Customer relationships The Company valued customer relationships acquired through the acquisition of DCU. These assets are carried at cost, including amounts of purchase price allocations upon acquisitions. 3 Brand Through the acquisition of DCU (Note 3), the Company acquired the “Digital Cinemas United” brand which was determined to have an indefinite life. Comparative figures Certain of the comparative figures have been reclassified in order to conform to the current year’s presentation. Accounting pronouncements not yet adopted Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s condensed interim consolidated financial statements. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended |
Aug. 31, 2022 | |
Business Acquisitions | |
BUSINESS ACQUISITIONS | 3. BUSINESS ACQUISITIONS Acquisition of IndieFlix On September 22, 2021, the Company acquired 100% of the issued and outstanding shares of IndieFlix in accordance with an Agreement and Plan of Merger (“IndieFlix Agreement”) and, in connection with the merger, former noteholders of IndieFlix agreed to extinguish IndieFlix debt in exchange for common shares of the Company. As consideration for the extinguishment of debt, the Company issued 499,996 common shares at closing and may issue up to 2,000,000 in additional common shares of the Company to the former noteholders of IndieFlix upon IndieFlix achieving total cumulative revenue of $64,868,466 before the seventh anniversary of the closing date as follows (“IndieFlix Transaction”): · 500,000 common shares upon IndieFlix achieving revenue of $4,521,630 (“IndieFlix First Milepost”); · 500,000 common shares upon IndieFlix achieving revenue of $13,766,432 (“IndieFlix Second Milepost”); · 500,000 common shares upon IndieFlix achieving revenue of $31,496,648 (“IndieFlix Third Milepost”); and · 500,000, or such lesser number based on a pro rata amount of IndieFlix’s revenue recognized relative to the IndieFlix Fourth Milepost, common shares upon IndieFlix achieving revenue of $64,868,466 (“Fourth Milepost”). Upon closing of the IndieFlix Agreement, Liquid Merger Sub was amalgamated with IndieFlix with the surviving entity retaining the name IndieFlix Group, Inc. In connection with the IndieFlix Transaction, on May 10, 2021, the Company entered into a non-revolving credit facility with IndieFlix for $499,880 which was advanced as follows: (1) $102,852 upon the date of the promissory note (advanced May 10, 2021); (2) $173,043 on the first month anniversary (advanced June 10, 2021); and (3) $223,985 on the second month anniversary (advanced July 9, 2021). The promissory note bore interest at 6% per annum, was due on the earlier of December 31, 2021 or the closing of the IndieFlix Transaction, and was secured by a general security agreement over certain assets. As the note was considered an advance on acquisition, the Company re-assumed the advance on the closing of the IndieFlix Transaction on September 22, 2021. On September 22, 2021, the 2,000,000 common shares to be issued (“IndieFlix Contingent Consideration”) was valued to be $1,648,000. On August 31, 2022, the IndieFlix Contingent Consideration was revalued to $ 453,200 1,277,200 824,000 0 Schedule of Weighted average expected number of shares to vest August 31, November 30, Weighted average expected number of shares to vest Low Case 150,000 150,000 Base Case 600,000 600,000 High Case 280,000 280,000 Expected number of shares to vest 1,030,000 1,030,000 Liquid share price $ 0.44 $ 1.24 The acquisition has been accounted for using the acquisition method pursuant to IFRS 3, Business Combinations Schedule of estimate of the fair value of net assets acquired Total $ Consideration: Common shares 799,994 IndieFlix Contingent Consideration 1,648,000 Total unadjusted purchase price 2,447,994 Cash acquired (21,076 ) Total purchase price, net of cash acquired 2,426,918 Allocated as follows: Accounts receivable 188,278 Inventory 105 Prepaids 8,335 Right-of-use asset 144,702 Accounts payable (606,560 ) Deferred revenue (251,435 ) Lease liability (144,702 ) Loans payable (508,255 ) Long-term debt (156,625 ) Intangible assets – distribution libraries 3,695,673 Goodwill 833,493 Deferred income taxes (776,091 ) Total 2,426,918 The purchase price allocation for the IndieFlix Transaction reflects various fair value estimates and analyses, which are subject to change within the respective measurement periods. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at each acquisition date during the measurement periods. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company’s consolidated financial statements, and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates. For leases acquired, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. IndieFlix’s distribution libraries represent identifiable intangible assets acquired in the amounts of $ 3,695,673 10 The fair value of the acquired assets and liabilities are provisional pending receipt of the final valuations for those assets and liabilities. Acquisition of iGEMS On December 14, 2021, the Company acquired 100% of the issued and outstanding shares of iGEMS TV, Inc. (“IGEMS”) in accordance with an Agreement and Plan of Merger (“iGEMS Agreement”). As consideration, the Company will issue up to 850,000 common shares of the Company to the former shareholders of iGEMS upon iGEMS achieving total cumulative revenue of $9,412,830 before the sixth anniversary of the closing date as follows (“iGEMS Transaction”): · 212,500 common shares on closing of the agreement (issued subsequently); · 212,500 common shares upon iGEMS achieving revenue of $473,577 (“iGEMS First Milepost”); · 212,500 common shares upon iGEMS achieving revenue of $2,400,664 (“iGEMS Second Milepost”); · 212,500, or such lesser number based on a pro rata amount of iGEMS revenue recognized relative to the iGEMS Third Milepost, common shares upon iGEMS achieving revenue of $9,412,830 (“iGEMS Third Milepost”). Upon closing of the iGEMS Agreement, Liquid Merger Sub 3 was amalgamated with iGEMS with the surviving entity retaining the name iGEMS TV, Inc. In connection with the iGEMS Transaction, on June 25, 2021, the Company entered into an agreement with iGEMS for $100,000 which was advanced as follows: (1) $40,000 upon the date of the agreement (advanced June 28, 2021); (2) $33,000 on the first month anniversary (advanced August 3, 2021); and (3) $27,000 on the second month anniversary (advanced September 7, 2021). The agreement bore interest at 6% per annum and was due on the earlier of December 31, 2021 or 30 days following the termination of the iGEMS Transaction. The agreement was secured by a general security agreement over certain assets. The Company advanced a further $25,000 to iGEMS on December 10, 2021. As the advances were considered an advance on acquisition, the Company re-assumed the advance on the closing of the iGEMS Transaction on December 14, 2021. On December 14, 2021, the 637,500 common shares to be issued (“iGEMS Contingent Consideration”) was valued to be $471,521. On August 31, 2022, the iGEMS Contingent Consideration was revalued to $ 188,608 282,912 0 Schedule of Weighted average expected number of shares to vest August 31, December 14, Weighted average expected number of shares to vest Low Case 63,113 63,113 Base Case 253,215 253,215 High Case 112,328 112,328 Expected number of shares to vest 428,655 428,655 Liquid share price $ 0.44 $ 1.10 The acquisition has been accounted for using the acquisition method pursuant to IFRS 3, Business Combinations Schedule of estimate of the fair value of net assets acquired Total $ Consideration: Common shares 233,750 iGEMS Contingent Consideration 471,521 Total unadjusted purchase price 705,271 Cash acquired (21,981 ) Total purchase price, net of cash acquired 683,290 Allocated as follows: Accounts receivable 10,749 Accounts payable (1,136 ) Loans payable (127,293 ) Goodwill 800,970 Total 683,290 The purchase price allocation for the iGEMS Transaction reflects various fair value estimates and analyses, which are subject to change within the respective measurement periods. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at each acquisition date during the measurement periods. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company’s consolidated financial statements, and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected. The Company determined the estimated fair value of the acquired working capital and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates. The fair value of the acquired assets and liabilities are provisional pending receipt of the final valuations for those assets and liabilities. Acquisition of DCU On March 7, 2022, the Company acquired 100% of the issued and outstanding shares of Digital Cinema United Holding Ltd. (“DCU”) (“DCU Shares”), in accordance with a Securities Exchange Agreement (“DCU SEA”), for common shares of the Company which are scheduled to be paid out to DCU shareholders across specific performance milestones in three tranches (“DCU Transaction”) as follows: · On closing of the DCU SEA – 3,000,000 common shares of Liquid (“Issuer Consideration Shares”) (issued); · Issuer Additional Shares: o Upon DCU achieving cumulative consolidated revenues of $4,750,000 before the fifth anniversary of the closing date (“DCU First Milepost”) – greater of (i) 750,000 common shares of Liquid and (ii) 3,750,000 divided by a per share price of the greater of $1.25 or the five-day Volume Weighted Average Price of Liquid common shares immediately prior to the achievement of the First Milepost. o Upon DCU achieving cumulative consolidated revenues of $10,287,000 (“DCU Second Milepost”) after the DCU First Milepost but before the fifth anniversary of the closing date; - the greater of (i) 3,750,000 divided by (A) the greater of $1.25 or (B) the five-day Volume Weighted Average Price of Liquid common shares immediately prior to the achievement of the DCU First Milepost; and (ii) 5,625,000, less (A) 3,000,000 and (B) the number of Issuer Additional Shares issued on achievement of the First Milepost. For additional clarification, the minimum aggregate total (i) Issuer Consideration Shares and (ii) Issuer Additional Shares issuable in connection with the achievement of both the First Milepost and Second Milepost is 5,625,000. Included in the DCU SEA is a buyback right that entitles the DCU shareholders to acquire the DCU Shares from the Company should the Company’s shares be delisted for more than 180 days for the following consideration: · all shares of the Company issued to the DCU shareholders; · any cash advanced to DCU by the Company; and · interest on each amount of cash advanced at a rate of 6%, compounded annually in arrears. In connection with the DCU Transaction, on August 31, 2021, the Company entered into an agreement with DCU whereby the Company advanced $1,147,928 to DCU as follows: (1) $573,964 upon the date of the agreement (advanced September 1, 2021); and (2) $573,964 on the first month anniversary (advanced October 4, 2021). The advances bore interest at 6% per annum and was due on the earlier of (1) February 28, 2022; (2) the termination of the letter of intent entered into between the Company and DCU on June 7, 2021; or (3) the closing of the DCU Transaction. The agreement was secured by a pledge over all of the shares held in DCU (“Pledge Agreement”). As the funds were considered an advance on acquisition, the Company re-assumed the advance on the closing of the DCU Transaction on March 7, 2022. On March 7, 2022, the minimum Issuer Additional Shares of 2,625,000 common shares to be issued (“DCU Contingent Consideration”) was valued to be $2,577,960. On August 31, 2022, the DCU Contingent Consideration was revalued to $ 2,085,921 492,039 0 Schedule of Weighted average expected number of shares to vest August 31, 2022 March 7, 2022 Liquid share price $ 0.44 $ 0.56 Discount rate 21 % 23 % Expected number of shares to vest 6,000,000 6,000,000 The acquisition has been accounted for using the acquisition method pursuant to IFRS 3, Business Combinations Schedule of estimate of the fair value of net assets acquired Total $ Consideration: Common shares 1,680,000 DCU Contingent Consideration 2,577,960 Total unadjusted purchase price 4,257,960 Cash acquired (209,295 ) Total purchase price, net of cash acquired 4,048,665 Allocated as follows: Accounts receivable 698,711 Prepaids 103,250 Equipment 430,320 Right-of-use asset 114,534 Accounts payable (2,174,700 ) Lease liability (114,534 ) Loans payable (1,180,357 ) Intangible assets 1,890,800 Goodwill 4,639,893 Deferred income taxes (359,252 ) Total 4,048,665 The purchase price allocation for the DCU Transaction reflects various fair value estimates and analyses, which are subject to change within the respective measurement periods. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at each acquisition date during the measurement periods. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company’s consolidated financial statements, and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected. The Company determined the estimated fair value of the acquired working capital, and identifiable intangible assets and goodwill after review and consideration of relevant information including discounted cash flow analyses, market data and management’s estimates. For leases acquired, the Company measured the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease at the acquisition date. The Company measured the right-of-use asset at the same amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. DCU’s identifiable intangible assets acquired include technology of $ 565,800 923,000 402,000 3 The fair value of the acquired assets and liabilities are provisional pending receipt of the final valuations for those assets and liabilities. |
RECEIVABLES
RECEIVABLES | 9 Months Ended |
Aug. 31, 2022 | |
Receivables Abstract | |
RECEIVABLES | 4. RECEIVABLES Schedule of trade receivable August 31, 2022 November 30, $ $ Accounts receivable 1,021,789 512,041 Sales tax receivable 252,097 266,464 Corporate income tax receivable 6,334 - Receivables 1,280,220 778,505 |
LOANS RECEIVABLE
LOANS RECEIVABLE | 9 Months Ended |
Aug. 31, 2022 | |
Loans Receivable | |
LOANS RECEIVABLE | 5. LOANS RECEIVABLE Current amounts On June 7, 2021, the Company entered into a Letter of Intent with Filmdab, Inc., operating as Filmocracy (“Filmocracy”) for the Company to acquire 100% of the issued and outstanding shares of Filmocracy (“Filmocracy Transaction”). In connection with the proposed Filmocracy Transaction, on September 17, 2021, and subsequently extended several times with the latest extension being April 30, 2022, the Company entered into an agreement with Filmocracy for $608,735 whereby the Company will advance up to $608,735 to Filmocracy as follows: (1) $ 244,292 190,594 6 65,689 On April 30, 2022, the Letter of Intent expired resulting in the advances incurring interest at 24% per annum from that date forward, however, the Company and Filmocracy are working towards a new agreement. Upon termination of the Letter of Intent, the Company has reclassified the advances for acquisition to loans receivable. Long-term amounts Loans receivable are classified as long-term when management has determined that they will not be receiving payment on these loans within the next twelve months. As at August 31, 2021, the long-term loans receivable including accrued interest are as follows: Schedule of long term loans receivable including accrued interest Participant Installment Total $ $ $ Balance November 30, 2020 51,931 32,992 84,923 Accrued interest income 7,912 5,027 12,939 Expected credit loss (61,814 ) (39,271 ) (101,085 ) Net exchange differences 1,971 1,252 3,223 Balance, November 30, 2021 and August 31, 2022 - - - Participant Games During fiscal 2017, the Company entered into a subordinated convertible note with Participant Games Inc. in the amount of CAD$ 150,000 15 127,114 244,369 Instalment Entertainment During fiscal 2017, the Company entered into a convertible note with Installment Entertainment Inc. in the amount of CAD$ 100,000 15 77,077 155,247 |
RESTRICTED CASH
RESTRICTED CASH | 9 Months Ended |
Aug. 31, 2022 | |
Restricted Cash | |
RESTRICTED CASH | 6. RESTRICTED CASH As at August 31, 2021, the Company had two Guaranteed Investment Certificates (“GICs”) totaling $ 52,647 53,937 |
LICENSES
LICENSES | 9 Months Ended |
Aug. 31, 2022 | |
Licenses | |
LICENSES | 7. LICENSES Four licenses were acquired during the year ended November 30, 2018 through the issuance of 888,000 common shares valued at $3,756,360. During the year ended November 30, 2020, the Company wrote-off one license with an unamortized balance of $250,581 and acquired one additional license for $15,426. During the year ended November 30, 2021, the Company wrote-off the remaining three licenses which had an unamortized balance of $705,555 as there was no expected future use and the recoverable amount was considered to be nominal. During the nine months ended August 31, 2021, amortization, included in cost of sales, amounted to $nil 0 211,847 The following table is a reconciliation of the licenses: Schedule of reconciliation of licenses August 31, 2022 November 30, $ Balance, beginning of period - 705,555 Amortization - (213,015 ) Write-offs - (492,751 ) Net exchange differences - 211 Balance, end of period - - |
INVESTMENT IN EQUITY INSTRUMENT
INVESTMENT IN EQUITY INSTRUMENTS | 9 Months Ended |
Aug. 31, 2022 | |
Investment In Equity Instruments | |
INVESTMENT IN EQUITY INSTRUMENTS | 8. INVESTMENT IN EQUITY INSTRUMENTS Until February 28, 2019, the Company accounted for its 49% interest in Waterproof using the equity method of accounting resulting in a carrying value of $445,987. At March 1, 2019, however, the Company no longer exerted significant influence over Waterproof’s operating activities resulting in the investment being reclassified as FVTPL. The fair value as at March 1, 2019 was determined to be $1,252,525 resulting in a gain of $806,538 on derecognition from the equity accounting carrying value. On October 18, 2021, the Company settled a lawsuit with the other shareholders of Waterproof whereby the Company transferred its 49% interest in Waterproof to the other shareholders for $666,683 (CAD$825,000) resulting in the Company recording a loss on disposal of investment of $3,438,560 (Note 25). As at October 18, 2021, the value of Waterproof’s common shares was estimated to be $ 4,105,243 1,139,133 The following table is a reconciliation of the investment in Waterproof: Schedule of reconciliation of the investment in Waterproof August 31, 2022 November 30, $ $ Balance, beginning of period - 2,966,110 Change in fair value - 1,139,133 Disposal of investment - (4,105,243 ) Balance, end of period - - |
INVESTMENT IN CONTENT
INVESTMENT IN CONTENT | 9 Months Ended |
Aug. 31, 2022 | |
Investment In Content | |
INVESTMENT IN CONTENT | 9. INVESTMENT IN CONTENT As at August 31, 2022 and November 30, 2021, the investment in content represents the unamortized costs of film content in production. |
EQUIPMENT
EQUIPMENT | 9 Months Ended |
Aug. 31, 2022 | |
Disclosure Equipment Abstract | |
EQUIPMENT | 10. EQUIPMENT Schedule of Equipment Computer Equipment Vehicles Total $ $ $ $ Cost: At November 30, 2020 93,962 - 43,303 137,265 Disposals (93,962 ) - - (93,962 ) At November 30, 2021 - - 43,303 43,303 Additions - acquisition of DCU 426,389 3,931 - 430,320 Additions 1,260 - - 1,260 Disposals - - (43,303 ) (43,303 ) Net exchange differences (58,384 ) (2,928 ) - (61,312 ) At August 31, 2022 369,265 1,003 - 370,268 Depreciation: At November 30, 2020 29,011 - - 29,011 Additions 19,485 - 12,991 32,476 Disposals (48,496 ) - - (48,496 ) At November 30, 2021 - - 12,991 12,991 Additions 64,146 393 - 64,539 Disposals - - (12,991 ) (12,991 ) At August 31, 2022 64,146 393 - 64,539 Net book value: At November 30, 2021 - - 30,312 30,312 At August 31, 2022 305,119 610 - 305,729 In December 2021, the Company disposed of the vehicle for $37,000 to the former CFO of the Company resulting in a gain on disposal of equipment of $ 6,688 During the nine months ended August 31, 2022, the Company acquired computer equipment valued at $ 426,389 3,931 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Aug. 31, 2022 | |
Intangible Assets | |
INTANGIBLE ASSETS | 11. INTANGIBLE ASSETS Schedule of intangible assets Video Game Platform Distribution Customer Brands Total $ $ $ $ $ $ Cost: At November 30, 2020 1,130,960 3,325,000 - - - 4,455,960 Additions - acquisition of IndieFlix - - 3,695,673 - - 3,695,673 Impairments (890,445 ) (3,324,000 ) - - - (4,214,445 ) At November 30, 2021 240,515 1,000 3,695,673 - - 3,937,188 Additions - 25,000 - - - 25,000 Additions - acquisition of DCU (Note 3) - 565,800 - 923,000 402,000 1,890,800 At August 31, 2022 240,515 591,800 3,695,673 923,000 402,000 5,852,988 Amortization: At November 30, 2020 164,118 - - - - 164,118 Additions 75,397 - 61,595 - - 136,992 At November 30, 2021 239,515 - 61,595 - - 301,110 Additions 1,000 95,077 277,175 153,834 - 527,086 At August 31, 2022 240,515 95,077 338,770 153,834 - 828,196 Net book value: At November 30, 2021 1,000 1,000 3,634,078 - - 3,636,078 At August 31, 2022 - 496,723 3,356,903 769,166 402,000 5,024,792 During the year ended November 30, 2020, the Company acquired platform coding for a cash payment of $ 3,325,000 During the year ended November 30, 2021, the Company acquired distribution libraries valued at $ 3,695,673 565,800 923,000 402,000 During the year ended November 30, 2021, the Company determined that the video game catalogues and platform coding should be impaired resulting in the Company recognizing an impairment of intangible assets of $ 4,214,445 Amortization of the distribution libraries is included in cost of sales. |
RIGHT-OF-USE- ASSET AND LEASE L
RIGHT-OF-USE- ASSET AND LEASE LIABILITY | 9 Months Ended |
Aug. 31, 2022 | |
Right-of-use- Asset And Lease Liability | |
RIGHT-OF-USE- ASSET AND LEASE LIABILITY | 12. RIGHT-OF-USE- ASSET AND LEASE LIABILITY Right-of-Use Asset Schedule of Right of Use Asset Office Space $ Cost: At November 30, 2020 - Additions - acquisition of IndieFlix (Note 3) 144,702 At November 30, 2021 144,702 Additions - acquisition of DCU (Note 3) 114,534 Net exchange differences (3,347 ) At August 31, 2022 255,889 Depreciation: At November 30, 2020 - Additions 10,718 At November 30, 2021 10,718 Additions 68,915 At August 31, 2022 79,633 Net book value: At November 30, 2020 133,984 At August 31, 2022 176,256 Amortization of right-of-use assets is calculated using the straight-line method over the remaining lease term. Lease Liability Schedule of Lease Liability August 31, 2022 November 30, $ $ Balance, beginning of period 135,175 - Additions (Note 3) 114,534 144,702 Lease payments (67,391 ) (10,298 ) Interest expense 7,730 771 Net exchange differences (8,405 ) - 181,643 135,175 Less: current portion (105,931 ) (61,703 ) Balance, end of period 75,712 73,472 The lease liability acquired from IndieFlix was discounted at a discount rate of 3.25 9.0 The minimum lease payments in respect of the lease liability and the effect of discounting are as follows: Schedule of lease payments $ Undiscounted minimum lease payments: September 1, 2022 – November 30, 2022 27,396 December 1, 2022 – November 30, 2023 113,182 December 1, 2023 – November 30, 2024 49,874 December 1, 2024 3,674 Total 194,126 Effect of discounting (12,483 ) Total present value of lease liabilities 181,643 Less: current portion (105,931 ) Balance, end of period 75,712 |
GOODWILL
GOODWILL | 9 Months Ended |
Aug. 31, 2022 | |
Disclosure Goodwill Abstract | |
GOODWILL | 13. GOODWILL A summary of goodwill balance and transactions is as follows: Schedule of goodwill August 31, 2022 November 30, $ $ Balance, beginning of period 833,493 - Additions (Note 3) 5,440,863 833,493 Balance, end of period 6,274,356 833,493 During the year ended November 30, 2021, the Company acquired goodwill of $ 833,493 During the nine months ended August 31, 2022, the Company acquired goodwill of $ 800,970 4,639,893 Goodwill is tested for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired. At August 31, 2022, the Company performed its impairment review of goodwill by comparing each cost center’s fair value to the net book value including goodwill. At August 31, 2022, the Company has determined that it has three cost centers: IndieFlix, iGEMS, and DCU. The fair value of each cost center was determined by management based on a valuation using the income approach. The income approach uses future projections of cash flows from the cost center and includes, among other estimates, projections of future revenue and operating expenses, market supply and demand, projected capital spending and an assumption of the weighted average cost of capital. Management’s evaluation of fair values includes analysis based on the future cash flows generated by the underlying assets, estimated trends and other relevant determinants of fair value for these assets. Management has determined that no events have occurred subsequent to the date of the assessment that would require a further impairment review of goodwill. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Aug. 31, 2022 | |
Accounts Payable And Accrued Liabilities | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 14. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Schedule of Accounts Payable and Accured Liabilities August 31, 2022 November 30, $ $ Accounts payable 3,458,235 1,625,418 Accrued liabilities 321,028 242,601 Loans to employees 102,037 - Wages payable 61,815 102,079 Payroll taxes payable 77,462 31,634 Accounts payable and accrued liabilities 4,020,577 2,001,732 During the nine months ended August 31, 2022, the Company issued 114,194 42,878 67,500 81,953 67,500 82,851 0 898 During the three months ended February 28, 2021, the Company transferred 215,000 18,481 |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended |
Aug. 31, 2022 | |
Deferred Revenue | |
DEFERRED REVENUE | 15. DEFERRED REVENUE A summary of the deferred revenue is as follows: Schedule of Deferred Revenue August 31, 2022 November 30, $ Film distribution 835,385 179,196 Streaming subscriptions 5,372 4,798 Deferred Revenue 840,757 183,994 |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Aug. 31, 2022 | |
Loans Payable | |
LOANS PAYABLE | 16. LOANS PAYABLE A summary of loans payable balances and transactions is as follows: Schedule of loans payable balances and transactions Credit Related Total $ $ $ Balance, November 30, 2020 493,087 - 493,087 Repayment - shares (498,329 ) - (498,329 ) Net exchange differences 5,242 - 5,242 Balance, November 30, 2021 - - - Advance - 138,150 138,150 Interest expense - 10,559 10,559 Balance, August 31, 2022 - 148,709 148,709 Credit facility In fiscal 2016 a CAD$2,500,000 Credit facility was secured by assets of the Company under a general security agreement with a due date of November 30, 2018 and an interest rate of 14.4 In June 2018, a new lender acquired the remaining $563,850 (CAD$750,000) loan and under new terms, the loan was due on August 20, 2018. The new lender obtained a Limited Power of Attorney over the Company’s 49% interest in Waterproof (“Waterproof POA”). In December 2018, the lender registered a general security agreement over all the Company’s current and future assets. In November 2019, the new lender signed a Forebearance Agreement which extended the maturity date of the loan to November 30, 2020 and required the Company to make quarterly payments of CAD$250,000 commencing on March 31, 2020 until the principal and interest on the loan have been paid in full. In accordance with the Forbearance Agreement, the Company issued 215,000 treasury shares of the Company as security for the loan which will be transferred to the lender upon any default of the loan. Additionally, the new lender released the Waterproof POA and amended their general security agreement to exclude the Company’s investment in Waterproof. In March 2020, the new lender provided an extension allowing the delay of the quarterly payments to commence June 30, 2020. During the year ended November 30, 2020, the Company repaid a further $385,650 (CAD$500,000) for this loan of which $85,388 (CAD$110,707) was applied to the principal and $300,262 (CAD$389,293) was applied to the outstanding interest. As at November 30, 2020, interest of $ 5,447 In February 2021, the new lender agreed to accept the 215,000 treasury shares held as security as full and final payment of the Forbearance Agreement (Note 19). Accordingly, the transfer of the 215,000 treasury shares resulted in a gain on debt settlement of $37,359 as the treasury shares were valued at $479,450 on the date of issuance to settle the outstanding principal of $498,329 and interest of $18,481. Related parties a) On August 29, 2022, the CEO of the Company advanced $38,150 (CAD$50,000) to the Company which bears interest at 12% per annum and is due on demand. b) On August 15, 2022, a director of IndieFlix advanced $100,000 to IndieFlix which bears interest at 12% per annum, includes a 10% guaranteed loan fee, and is due December 15, 2022. If the Company does not repay the loan by the maturity date, the loan will be subject to an additional 10% guaranteed loan fee and the interest rate will increase to 24% per annum. |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
Aug. 31, 2022 | |
Convertible Debentures | |
CONVERTIBLE DEBENTURES | 17. CONVERTIBLE DEBENTURES Schedule of Convertible Debentures Liability Equity Total $ $ $ Balance, November 30, 2020 409,960 49,967 459,927 Interest expense and accretion 8,427 - 8,427 Conversion of convertible debentures (401,677 ) (49,967 ) (451,644 ) Reallocation of interest to accounts payable (16,710 ) - (16,710 ) Balance, November 30, 2021 and August 31, 2022 - - - On February 28, 2019, the Company closed its private placement offering of unsecured convertible debentures raising $2,678,000. Each debenture matured two years from closing, bore interest at 2% per annum, and was convertible into units at a price of $1.50 per unit. Each unit consisted of one common share and one share purchase warrant with each warrant entitling the holder to acquire one common share of the Company for $1.75 up to February 28, 2021. In January 2021, the Company agreed to extend the maturity date and associated warrant expiry date for one debenture holder by one year. For accounting purposes, the convertible debentures are separated into their liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows for the convertible debentures assuming a 12% discount rate, which was the estimated rate for a similar debenture without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the convertible debentures and the fair value of the liability component, less a deferred income tax adjustment to reflect the book to tax difference in value of the convertible debentures at the time of issuance. As the Company has excess tax assets to offset the deferred tax liability, which was created from the book to tax difference in value of the convertible debentures, the deferred tax liability was reversed, resulting in a deferred tax recovery of $ 122,201 During the year ended November 30, 2021, debentures of $401,677 were converted into 270,000 units of the Company of which $nil was allocated to reserves relating to the value of the warrants issued. As a result, the Company transferred $49,967 from reserves to share capital representing the proportionate balance of the equity component. Interest and accretion expense for the nine months ended August 31, 2022 was $nil 0 8,427 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Aug. 31, 2022 | |
Long-term Debt | |
LONG-TERM DEBT | 18. LONG-TERM DEBT Schedule of long term debt Third party SBA Loan Total $ $ $ Balance, November 30, 2020 (current and long-term) 40,059 - 40,059 Acquired on acquisition of IndieFlix (Note 3) - 156,625 156,625 Payments (42,775 ) - (42,775 ) Interest expense and accretion 2,716 1,640 4,356 Balance, November 30, 2021 (current and long-term) - 158,265 158,265 Interest expense and accretion - 7,367 7,367 Government grant - (5,967 ) (5,967 ) Balance, August 31, 2022 - 159,665 159,665 Current portion - 10,230 10,230 Long-term portion - 149,435 149,435 Third party During the year ended November 30, 2020, the Company entered into a Conditional Sales Contract for the purchase of a vehicle. The agreement bore interest of 6.99%, required 60 monthly payments of CAD$1,028, and was secured by a vehicle with a net book value of $nil (November 30, 2021 - $30,312) (Note 10). SBA loan In June 2020, IndieFlix obtained a $150,000 U.S. Small Business Administration (“SBA”) loan which increased to $200,000 upon receiving a further $50,000 in July 2020. The SBA loan bears interest at 3.75% from the date of the advance and requires monthly payments of $1,023 commencing 24 months from the date of the first advance. The balance of principal and interest will be repayable over 30 years from the date of the first advance. The SBA loan is secured by a continuing security interest in all of IndieFlix’s current and future assets. The loan is being accreting to its face value at an effective rate of 6.25% over the term of the loan. On March 17, 2022, SBA provided an additional six month deferment for IndieFlix’s SBA Loan where the first payment has been deferred to 30 months from the date of the first advance from 24 months. The value of the benefit received from SBA was valued at $5,967 and is included in interest and other income in the consolidated statements of loss and comprehensive loss. |
SHARE CAPITAL AND RESERVES
SHARE CAPITAL AND RESERVES | 9 Months Ended |
Aug. 31, 2022 | |
Share Capital And Reserves | |
SHARE CAPITAL AND RESERVES | 19. SHARE CAPITAL AND RESERVES Authorized share capital The Company is authorized to issue 100,000,000 common shares without par value. The Company is authorized to issue the following preferred shares: Schedule of authorized to issue of preferred shares Preferred shares without par value 9,999,900 Series “A” preferred shares 1,000,000 Series “B” preferred shares 100 Series “C” preferred shares 1,000,000 Series “D” preferred shares 4,000,000 Series “E” preferred shares 4,000,000 20,000,000 Issued share capital Common shares The Company had the following share issuances during the nine months ended August 31, 2022: a) On December 14, 2021, the Company issued 212,500 233,750 b) On March 3, 2022, the Company issued 163,957 241,017 163,957 241,017 c) On March 7, 2022, the Company issued 3,000,000 1,680,000 d) On May 18, 2022, the Company issued 114,194 67,500 The Company had the following share issuances during the year ended November 30, 2021: a) On January 25, 2021, the Company issued 2,984 6,953 7,851 898 b) On January 29, 2021, the Company issued 17,907 46,948 c) On February 12, 2021, the Company transferred 215,000 479,450 d) On March 3, 2021, the Company issued 250,001 372,376 250,001 372,376 e) On March 22, 2021, the Company closed a registered direct offering, under its F-3 registration statement in the United States, by issuing 1,791,045 3.35 6,000,000 69,095 470,000 15,950 f) On June 9, 2021, the Company issued 39,894 75,000 g) On September 3, 2021, the Company issued 237,501 349,127 237,501 349,127 h) On September 7, 2021 the Company closed a sale of common shares under its At-The-Market Agreement (“ATM Agreement”) through the issuance of 437,365 2.09 915,230 i) On September 22, 2021, the Company issued 499,996 799,994 j) During the year ended November 30, 2021, the Company issued the following for exercised stock options, warrants, and conversions: · issued 367,084 440,501 367,084 1.20 440,501 · issued 430,167 752,793 430,167 1.75 2,953 · issued 990,000 1,861,200 990,000 1.88 221,353 · issued 121,319 423,503 175,000 423,503 · issued 270,000 405,000 · issued 10,000 19,000 10,000 19,561 Preferred shares As at August 31, 2022 and November 30, 2021, no preferred shares were issued and outstanding. Stock options The Company does not have a formal stock option plan. The Company occasionally grants stock options to its employees, officers, directors and consultants to purchase common shares of the Company. The options granted are exercisable at a price which is equal to or greater than the fair market value of the common shares at the date the options are granted. The options are granted with varied vesting periods but generally vest immediately on grant. Options granted generally have a life of five years. On January 1, 2021, the Company granted an officer of the Company 750,715 861,681 1.90 32,288 353,253 321,735 428,980 On January 14, 2021, the Company granted a consultant of the Company 321,735 408,202 1.90 56,218 329,348 On January 1, 2021, the Company repriced 932,995 stock options with an exercise price of $2.55 and 25,000 stock options with an exercise price of $2.57 to $1.90 per option. All other terms remained unchanged. During the nine months ended May 31, 2022, the Company recorded share-based compensation of $nil (August 31, 2021 - $71,617) in relation to this repricing. In accordance with a Termination and Mutual Release Agreement entered into with a consultant of the Company effective April 14, 2021, the Company and a consultant agreed to modify the expiry date of 50,000 options outstanding from July 23, 2025 to May 14, 2022. The following weighted average assumptions were used in the Black-Scholes option-pricing model for the valuation of the stock options granted: Schedule of weighted average assumptions by Black-Scholes option-pricing model August 31, 2022 November 30, Risk-free interest rate - 0.41 Dividend yield - nil Expected life - 5.0 Volatility - 105 Weighted average fair value per option - $ 1.18 Stock option transactions are summarized as follows: Schedule of stock option transactions Number of Stock Options Weighted Average Weighted Average $ $ Balance, November 30, 2020 957,995 $2.55 - Granted 1,072,450 $1.90 - Exercised (10,000 ) $1.90 $2.00 Cancelled (265,000 ) $1.90 - Balance, November 30, 2021 1,755,445 $1.90 - Expired / Cancelled (900,715 ) $1.90 Balance, May 31, 2022 854,730 $1.90 A summary of the stock options outstanding and exercisable at August 31, 2022 is as follows: Schedule of summary of the share options outstanding and exercisable Number Exercise Price Expiry Date $ 157,995 $1.90 February 28, 2024 25,000 $1.90 January 8, 2025 25,000 $1.90 February 13, 2025 25,000 $1.90 March 10, 2025 25,000 $1.90 April 13, 2025 275,000 $1.90 July 23, 2025 321,735 $1.90 January 14, 2026 854,730 The weighted average life of share options outstanding at August 31, 2022 was 2.77 Warrants Agents’ warrants Agents’ warrant transactions are summarized as follows: Schedule of agents' warrant transactions Number of Agents’ Warrants Weighted Average $ Balance, November 30, 2020 213,333 $1.88 Exercised (186,666 ) $1.88 Balance, November 30, 2021 and August 31, 2022 26,667 $1.88 A summary of the agents’ warrants outstanding and exercisable at August 31, 2022 is as follows: Schedule of agents' warrants outstanding and exercisable $ Number Exercise Price Expiry Date $ 26,667 $1.88 June 4, 2025 26,667 The weighted average life of agent’s warrants outstanding at August 31, 2022 was 2.76 Share purchase warrants On February 12, 2021, the Company extended the expiry date of 346,000 1.75 During the year ended November 30, 2021, the Company issued 270,000 1.75 Share purchase warrant transactions are summarized as follows: Schedule of share purchase warrant transactions Number of Share Purchase Weighted Average $ Balance, November 30, 2020 3,033,709 $1.66 Issued 270,000 $1.75 Exercised (1,408,501 ) $1.84 Expired (1,516,000 ) $1.46 Balance, November 30, 2021 379,208 $1.84 Expired (24,208 ) $1.20 Balance, August 31, 2022 355,000 $1.88 A summary of the share purchase warrants outstanding and exercisable at August 31, 2022 is as follows: Schedule of share purchase warrants outstanding and exercisable for warrants $ Number Exercise Price Expiry Date $ 355,000 $1.88 June 9, 2025 355,000 The weighted average life of share purchase warrants outstanding at August 31, 2022 was 2.78 Restricted share units (“RSUs”) During the year ended November 30, 2020, the Company granted 1,000,001 During the nine months ended August 31, 2022, the Company recorded share-based compensation expense of $ 41,052 633,098 Schedule of Restricted share units Number of RSUs Balance, November 30, 2020 750,000 Vested (487,502 ) Cancelled (98,541 ) Balance, November 30, 2021 163,957 Vested (163,957 ) Balance, August 31, 2022 - Derivative liability On June 8, 2020, the Company closed a registered direct offering, under its F-3 registration statement in the United States, by issuing 2,666,672 common shares of the Company at $1.50 per common share for total proceeds of $4,000,002. Concurrent with this offering, the Company issued to the investors 1,333,334 share purchase warrants exercisable for $1.88 per common share with a maturity date of June 9, 2025. The holders of the Cashless Warrants may elect, if the Company does not have an effective registration statement registering or the prospectus contained therein is not available for the issuance of the Cashless Warrant shares to the holder, in lieu of exercising the Cashless Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Cashless Warrants. The fair value is determined by multiplying the number of Cashless Warrants to be exercised by the previous day’s volume weighted average price (“VWAP”) less the exercise price with the difference divided by the VWAP. If a Cashless Warrant holder exercises this option, there will be variability in the number of shares issued per Cashless Warrant. On initial recognition, the Company allocated $351,779, being the fair value of the Cashless Warrants, from the proceeds of the offering included in share capital to set up the derivative liability. On March 24, 2021, the Company’s registration statement restricting the Cashless Warrant holders ability to elect to cashless exercise their Cashless Warrants became effective resulting in the Company revaluing the derivative liability to $nil 0 160,364 On March 24, 2021, the Company revalued the derivative liability to $3,226,693 using the following Black Scholes assumptions: risk –free rate of $0.10%, dividend yield of nil, expected life of 0.01 years, and volatility of $150%. The Company transferred $423,503 from derivative liability to share capital in connection with the exercise of 175,000 Cashless Warrants on March 24, 2021 and reversed the remaining derivative liability on the expiry of the cashless exercise feature. |
ROYALTY INCOME
ROYALTY INCOME | 9 Months Ended |
Aug. 31, 2022 | |
Royalty Income | |
ROYALTY INCOME | 20. ROYALTY INCOME IndieFlix earns royalty income from its participating net profit rights in three separate US Limited Liability Companies (“LLC”) for which IndieFlix acts as a manager. The Company has recognized $ 46,012 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2022 | |
Related party transactions [abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Director members. In November 2020, the Company signed employment agreements with two directors of the Company. The agreements require total payments of CAD$17,500 each per month. Included in the agreements is a provision for 12 months written notice or salary paid in lieu of notice upon termination without just cause. In April 2021, one of the agreements was terminated and replaced with a consulting agreement with the same terms. In January 2021, the Company signed an employment agreement with the CEO of the Company. The agreement requires payments of CAD$20,000 per month. Included in the agreement is: (1) a provision for three months written notice or salary paid in lieu of notice upon termination without just cause and (2) a provision to increase the base salary to CAD$30,000 per month, retroactive to January 1, 2021, upon the Company raising US$5 million in funding (achieved). In May 2022, the CEO resigned, at which time, the Company agreed to continue paying the CEO his wages until April 2023. Accounts payable and accrued liabilities at August 31, 2022 includes $ 1,501,684 275,486 During the nine months ended August 31, 2022, the Company received loans from the CEO of the Company and a director of IndieFlix (Note 16). During the nine months ended August 31, 2022, the Company recorded revenue of 519,640 0 During the nine months ended August 31, 2022, the Company recorded royalties, included in cost of sales, of $ 426,723 0 46,012 0 241,046 184,627 37,520 91,222 During the nine months ended August 31, 2022, the Company incurred content curation costs, included in cost of sales, of $ 76,802 0 561 0 During the nine months ended August 31, 2022, the Company incurred rent, included in other general and admin expenses, of $ 27,087 0 The following is a summary of key management personnel compensation: Schedule of key management personnel compensation Nine months ended August 31, 2022 2021 $ $ Management and directors salaries and fees 1,141,292 484,120 Share-based compensation 72,872 1,110,850 Key management personnel compensation 1,214,164 1,594,970 |
CAPITAL DISCLOSURE AND MANAGEME
CAPITAL DISCLOSURE AND MANAGEMENT | 9 Months Ended |
Aug. 31, 2022 | |
Capital Disclosure And Management | |
CAPITAL DISCLOSURE AND MANAGEMENT | 22. CAPITAL DISCLOSURE AND MANAGEMENT The Company defines its capital as components of shareholders’ equity. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern. The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company’s capital management during the nine months ended August 31, 2022. The Company is not subject to externally imposed capital requirements. |
FINANCIAL INSTRUMENTS AND RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 9 Months Ended |
Aug. 31, 2022 | |
Financial Instruments And Risk Management | |
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are: · Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; · Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and · Level 3 – Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing. The Company’s financial instruments consist of cash, restricted cash, receivables, accounts payable, corporate income taxes payable, and long-term debt. The fair value of receivables, accounts payable, and corporate income taxes payable approximates their carrying values. Long-term debt has been valued using a valuation methodology on initial recognition. Cash and restricted cash is measured at fair value using level 1 inputs. The derivative liability for the warrants is measured using level 2 inputs. The derivative liability for the contingent consideration was measured at fair value using level 3 inputs. As at August 31, 2022, the fair value of the level 3 derivative liability was $ 2,727,729 1,277,200 The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, and liquidity risk. a) Currency risk Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company’s operations are carried out in Canada, the United States, Czech Republic, England, South Africa, and Malta. The Company is subject to foreign currency exchange rate risk on its net assets denominated in currencies other than the USD which could have an adverse effect on the profitability of the Company. As at August 31, 2022, the Company had net assets (liabilities) totaling CAD ($274,047.32), Euro (€602,021), British Pound (£206,917), CZK 1,793,287, and ZAR (2,554,635) which equates to $1,131,186. A 10% change in the exchange rate would change comprehensive income (loss) by approximately $113,000. The Company currently does not have plans to enter into foreign currency future contracts to mitigate this risk, however it may do so in the future. b) Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is held in large Canadian, United States, Czech Republic, United Kingdom, and South African financial institutions. The Company maintains certain cash deposits with Schedule I financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk. The Company’s sales tax receivable is due from various government agencies; therefore, the credit risk exposure is low. The maximum exposure to credit risk as at August 31, 2022 is the carrying value of the receivables and loans receivable. The Company has allowed for an expected credit loss of $ 356,070 c) Interest rate risk Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk. d) Liquidity risk The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. As at August 31, 2022, the Company had a cash balance of $ 447,471 5,131,410 |
SUPPLEMENTAL DISCLOSURES WITH R
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS | 9 Months Ended |
Aug. 31, 2022 | |
Supplemental Disclosures With Respect To Cash Flows | |
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS | 24. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS Schedule of disclosures with respect to cash flows For the nine months ended 2022 2021 $ $ Supplemental non-cash disclosures Reallocation of value of options upon exercise - 19,561 Reallocation of value of warrants upon exercise - 224,306 Reallocation of value of RSUs upon vesting 241,017 372,376 Shares issued for debt settlements - 561,403 Shares issued for commitment to issue shares - 440,501 Shares issued for Cashless Warrants - 423,503 Units issued for conversion of convertible debentures and associated interest - 454,967 Acquisition advances converted into loans receivable 637,088 - Acquisition advances eliminated on acquisition of subsidiary (Note 3) 1,307,650 - Proceeds on disposal of vehicle applied to accounts payable 37,000 - |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Aug. 31, 2022 | |
Contingencies | |
CONTINGENCIES | 25. CONTINGENCIES On December 1, 2021, a consultant commenced an action against the Company in which the Plaintiff claims that the Company is in breach of contract and owes the consultant 175,000 500,000 |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 9 Months Ended |
Aug. 31, 2022 | |
Segmented Information | |
SEGMENTED INFORMATION | 26. SEGMENTED INFORMATION During the nine months ended August 31, 2022, the Company had nine offices: · a head office in Vancouver, British Columbia (Canada), · a satellite office in Toronto, Ontario (Canada), · IndieFlix’s office in Seattle, Washington (USA), · iGEMS’ office in Los Angeles, California (USA), · DCU’s office in Culver City, California (USA), · DCU’s office in Prague (Czech Republic) · DCU’s office in London (England) · DCU’s office in Boksburg (South Africa) · DCU’s office in Gzira (Malta) During the nine months ended August 31, 2021, the Company had two offices: a head office in Vancouver, British Columbia (Canada), a satellite office in Toronto, Ontario (Canada). In evaluating performance, management does not distinguish or group its sales and cost of sales on a geographic basis. As at August 31, 2021, the Company determined it had two reportable operating segments: the investment in film and television entertainment and the investment in video games. Due to Company impairing the video game segment assets and ceasing to operate that segment at November 30, 2021, the Company determined the investment in film and television entertainment segment was its only reportable segment at August 31, 2022. Revenue derived in the Company’s film and television entertainment segment, and previously held video games segment, is earned from a large number of customers located throughout the world but mostly located in North America, representing approximately 78% of sales, and Europe, representing approximately 16% of sales. During the nine months ended August 31, 2022, two customers accounted for 25% (August 31, 2021 – no customer accounted for more than 5%) of the Company’s sales. Below summarizes the Company’s reportable operating segments for nine months ended August 31, 2021. Schedule of reportable operating segments Film Video Games Total $ $ $ Segment Information Revenue 9,910 5,710 15,620 Cost of sales (89,409 ) (231,060 ) (320,469 ) Operating expenses (195,017 ) (126,964 ) (321,981 ) Segment profit (loss) (274,516 ) (352,314 ) (626,830 ) Corporate expenses: Operating expenses (3,937,867 ) Other income (expenses) 455,987 Comprehensive loss for the period (4,108,710 ) Capital expenditures - - - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2022 | |
Subsequent Events | |
SUBSEQUENT EVENTS | 26. SUBSEQUENT EVENTS On September 30, 2022, DCU entered into a Revenue Purchase Agreement with a lender whereby DCU was lent $ 242,400 7,457 353,904 9,831 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2022 | |
Significant Accounting Policies | |
Statement of compliance | Statement of compliance These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounts Standards (“IAS”) 34, “Condensed Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) on a basis consistent with the accounting policies disclosed in the audited consolidated financial statements for the year ended November 30, 2021. This condensed interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. Therefore, it is recommended that this financial report be read in conjunction with the restated audited annual financial statements of the Company for the year ended November 30, 2021. |
Basis of presentation | Basis of presentation The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for certain financial assets and liabilities, including derivative instruments that are measured at fair value. The consolidated financial statements are presented in United States dollars unless otherwise noted. As at November 30, 2021, the Company changed its accounting policy to present its results in United States dollars (“USD”) instead of Canadian dollars “(“CAD”) as done previously. This accounting change has been applied retrospectively in preparing these financial statements; as such, all comparative figures have been restated to reflect this change. |
Basis of consolidation | Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries at the end of the reporting period as follows: Schedule of Company and its subsidiaries at the end of the reporting period Functional Percentage owned Incorporation Currency 2022 2021 Liquid Media Group (Canada) Ltd. Canada USD 100 % 100 % Liquid Media Production Funding Ltd. Canada USD 100 % 100 % Liquid Media (US) Holding Co., Inc. USA USD 100 % 100 % Liquid Media Merger Sub 2, Inc. USA USD 100 % 100 % iGEMS TV, Inc., (“iGEMS”) USA USD 100 % 0 % IndieFlix Group, Inc. (“IndieFlix”) USA USD 100 % 100 % Companies controlled by IndieFlix: RACE, LLC USA USD 100 % 100 % Money, LLC USA USD 100 % 100 % Digital Cinema UTD. Holding Limited Malta Euro 100 % - Companies owned by DCU Digital Cinema UTD. CEE s.r.o. Czech Republic Czech Koruna 100 % - Digital Cinema UTD. UK Limited United Kingdom British Pound 100 % - Digital Cinema UTD. Americas Inc. USA USD 100 % - Digital Cinema United SA (PTY) South Africa South African 100 % - On August 13, 2021 the Company incorporated Liquid US. On October 20, 2021 the Company incorporated Liquid Merger Sub 2. On November 30, 2021, the Company incorporated Liquid Production Funding. On August 27, 2021, the Company incorporated Liquid Media Merger Sub, Inc. which was amalgamated with IndieFlix on September 22, 2021 (Note 3). On September 22, 2021, the Company acquired 100% of the shares of IndieFlix, a Delaware corporation (Note 3). On October 20, 2021 the Company incorporated Liquid Merger Sub 3, which was amalgamated with iGEMS on December 14, 2021 (Note 3). On December 14, 2021, the Company acquired 100% of the shares of iGEMS, a Delaware corporation (Note 3). On March 7, 2022, the Company acquired 100% of the shares of DCU, a Malta corporation. (Note 3). All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation. Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the period. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. Significant estimates and judgements made by management in the preparation of these condensed interim consolidated financial statements are outlined below. Uncertainty of COVID-19 pandemic In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial markets globally, initially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. This outbreak could decrease spending, adversely affect demand for our services and solutions and harm our business and results of operations; however, the Company has also recognized that the pandemic has led to a global increase in screen time which is beneficial to the Company’s operations. As countries continue to re-open from the pandemic, it is possible that screen time will decrease which may adversely affect the Company; however, it also leads to an increase in film and TV content being produced as film and TV producers are able to travel and continue operations leading to an increase in content available for the Company to package, finance, deliver, and monetize. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business, results of operations, or how it will impact the Company’s ability to conduct financings at this time. Functional currency Management is required to assess the functional currency of each entity of the Company. In concluding on the functional currencies of the parent and its subsidiaries, management considered the currency that mainly influences the sale prices of goods and services and the cost of providing goods and services in each jurisdiction in which the Company operates. When no single currency was clearly dominant, the Company also considered secondary indicators including the currency in which funds from financing activities are denominated and the currency in which funds are retained. Level of control or influence over companies The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Company’s control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting. The Company had considered its ownership position in Waterproof Studios Inc. (“Waterproof”) and determined it did not have the ability to influence the key operating activities of the entity. Accordingly, the Company accounted for its investment under fair value through profit or loss (Note 8) up to the disposal date of October 18, 2021. Income taxes In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Determination of Cash Generating Units (“CGUs”) CGUs are the lowest level within an entity at which goodwill is monitored for internal management purposes which is not higher than an operating segment. The Company has assessed that each acquired entity is a separate CGU. Valuation of share-based compensation and derivatives The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation and other equity based payments, excluding contingent consideration. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. Valuation of contingent consideration The Company uses a probability scenario based approached for valuation of share-based contingent consideration relating to the IndieFlix and iGEMS acquisitions (Note 3). Under the probability scenario based approach, management calculates the probability that the contingent shares will be issued under a low case, base case, and high case scenario. Changes in the probabilities can materially affect the fair value estimate and the Company’s earnings and equity reserves. The Company uses a combination of Monte-Carlo simulation and Finnerty Put Option model (the “Consideration Valuation Model”) for valuation of share-based contingent consideration relating to the DCU acquisition (Note 3). The Consideration Valuation Model requires the input of subjective assumptions including: expected share price volatility, revenue correlation, and estimated number of shares to be issued. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. Valuation of intangible assets Intangible assets are assessed for impairment indicators at each reporting date. Management first reviews qualitative factors in determining if an impairment needs to be recorded. Quantitative factors are then used to calculate the amount of impairment, if needed. Valuation of investment in equity instrument The Company values its equity instruments in private companies at fair value at each reporting date. The determination of fair value is based on estimates made by management on the expected earnings before income, taxes, and amortization multiplied by a reasonable factor for the appropriate industry applicable to the private company. Estimation of expected credit loss Loans receivable are assessed for an estimated credit loss at each reporting date. The estimated loss is determined based on management’s knowledge of the debtor and their ability to repay the loan. As the current debtors’ are private entities, management must rely on assertions provided to them from the debtor to make their estimates. Valuation of convertible debentures The equity portion of the convertible debenture is calculated using a discounted cash flow method which requires management to make an estimate on an appropriate discount rate. Valuation of right-of-use asset and lease liability The application of IFRS 16 requires the Company to make judgments that affect the valuation of the right-of-use assets and the valuation of lease liabilities. These include: determining the contract term and determining the interest rate used for discounting of future cash flows. The lease term determined by the Company is comprised of the non-cancellable period of lease agreements, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The present value of the lease payment is determined using a discount rate representing the rate of a commercial mortgage rate, observed in the period when the lease agreement commences or is modified. |
Foreign currency translation | Foreign currency translation The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is USD and the function currency of its subsidiaries are the USD, the Euro, the Czech Koruna, the British Pound, and the South African Rand. The functional currency of Waterproof was the CAD. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates Transactions in currencies other than the functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities in foreign currencies are translated at historical rates. Revenues and expenses are translated at the average exchange rates approximating those in effect during the reporting period. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s non USD operations are translated to USD at the exchange rate at the reporting date. The income and expenses are translated using average rates. Foreign currency differences that arise on translation for consolidation purposes are recognized in other comprehensive income (loss). |
Equipment | Equipment Equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss. Assets under construction are not depreciated until available for their intended use. Depreciation is charged over the estimated useful lives using the declining balance method as follows: Schedule of equipment Computer equipment 30 % Equipment 20 % Vehicles 30 % |
Intangible assets | Intangible assets The Company has intangible assets from acquisitions and development of gaming content and films. The amortization method, useful life and residual values are assessed annually and the assets are tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense is recorded on a straight-line basis beginning with the month the corresponding assets are available for use and over the estimated useful lives provided below: Schedule of estimated useful lives of intangible assets Video game catalogues 15 Platform coding and technology 3 Distribution libraries 10 Customer relationships 3 Brands indefinite Upon retirement or disposal, the cost of the asset disposed of and the related accumulated amortization are removed from the accounts and any gain or loss is reflected in profit and loss. Expenditures for repairs and maintenance are expensed as incurred. Development expenditures, including the cost of material, direct labour, and other direct costs are recognized as an intangible asset when the following recognition requirements are met: · the development costs can be measured reliably; · the project is technically and commercially feasible; · the Company intends to and has sufficient resources to complete the project; · the Company has the ability to use or sell the asset, and · the asset will generate probable future economic benefits. Intangible assets being developed are amortized once development is complete. Video game catalogues The video game catalogues are made up of a diverse variety of games, ranging in age and popularity. The catalogues are unique due to the diverse nature of the products within the catalogues, making it difficult to assign a useful life. The useful life of 15 Platform coding and technology The platform coding acquired by the Company is subject to amortization from the date it was put into use in March 2022. Through the acquisition of DCU, the Company acquired various technologies. These assets are carried at cost, including amounts of purchase price allocations upon acquisitions. 3 Distribution libraries Through the acquisition of IndieFlix, the Company acquired distribution libraries. These assets are carried at cost, including amounts of purchase price allocations upon acquisitions. 10 Customer relationships The Company valued customer relationships acquired through the acquisition of DCU. These assets are carried at cost, including amounts of purchase price allocations upon acquisitions. 3 Brand Through the acquisition of DCU (Note 3), the Company acquired the “Digital Cinemas United” brand which was determined to have an indefinite life. |
Comparative figures | Comparative figures Certain of the comparative figures have been reclassified in order to conform to the current year’s presentation. |
Accounting pronouncements not yet adopted | Accounting pronouncements not yet adopted Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s condensed interim consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Significant Accounting Policies | |
Schedule of Company and its subsidiaries at the end of the reporting period | Schedule of Company and its subsidiaries at the end of the reporting period Functional Percentage owned Incorporation Currency 2022 2021 Liquid Media Group (Canada) Ltd. Canada USD 100 % 100 % Liquid Media Production Funding Ltd. Canada USD 100 % 100 % Liquid Media (US) Holding Co., Inc. USA USD 100 % 100 % Liquid Media Merger Sub 2, Inc. USA USD 100 % 100 % iGEMS TV, Inc., (“iGEMS”) USA USD 100 % 0 % IndieFlix Group, Inc. (“IndieFlix”) USA USD 100 % 100 % Companies controlled by IndieFlix: RACE, LLC USA USD 100 % 100 % Money, LLC USA USD 100 % 100 % Digital Cinema UTD. Holding Limited Malta Euro 100 % - Companies owned by DCU Digital Cinema UTD. CEE s.r.o. Czech Republic Czech Koruna 100 % - Digital Cinema UTD. UK Limited United Kingdom British Pound 100 % - Digital Cinema UTD. Americas Inc. USA USD 100 % - Digital Cinema United SA (PTY) South Africa South African 100 % - |
Schedule of equipment | Schedule of equipment Computer equipment 30 % Equipment 20 % Vehicles 30 % |
Schedule of estimated useful lives of intangible assets | Schedule of estimated useful lives of intangible assets Video game catalogues 15 Platform coding and technology 3 Distribution libraries 10 Customer relationships 3 Brands indefinite |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
IfrsStatementLineItems [Line Items] | |
Schedule of Weighted average expected number of shares to vest | Schedule of Weighted average expected number of shares to vest August 31, December 14, Weighted average expected number of shares to vest Low Case 63,113 63,113 Base Case 253,215 253,215 High Case 112,328 112,328 Expected number of shares to vest 428,655 428,655 Liquid share price $ 0.44 $ 1.10 |
Schedule of estimate of the fair value of net assets acquired | Schedule of estimate of the fair value of net assets acquired Total $ Consideration: Common shares 1,680,000 DCU Contingent Consideration 2,577,960 Total unadjusted purchase price 4,257,960 Cash acquired (209,295 ) Total purchase price, net of cash acquired 4,048,665 Allocated as follows: Accounts receivable 698,711 Prepaids 103,250 Equipment 430,320 Right-of-use asset 114,534 Accounts payable (2,174,700 ) Lease liability (114,534 ) Loans payable (1,180,357 ) Intangible assets 1,890,800 Goodwill 4,639,893 Deferred income taxes (359,252 ) Total 4,048,665 |
Schedule of Weighted average expected number of shares to vest | Schedule of Weighted average expected number of shares to vest August 31, 2022 March 7, 2022 Liquid share price $ 0.44 $ 0.56 Discount rate 21 % 23 % Expected number of shares to vest 6,000,000 6,000,000 |
Indiex Flix [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of Weighted average expected number of shares to vest | Schedule of Weighted average expected number of shares to vest August 31, November 30, Weighted average expected number of shares to vest Low Case 150,000 150,000 Base Case 600,000 600,000 High Case 280,000 280,000 Expected number of shares to vest 1,030,000 1,030,000 Liquid share price $ 0.44 $ 1.24 |
Schedule of estimate of the fair value of net assets acquired | Schedule of estimate of the fair value of net assets acquired Total $ Consideration: Common shares 799,994 IndieFlix Contingent Consideration 1,648,000 Total unadjusted purchase price 2,447,994 Cash acquired (21,076 ) Total purchase price, net of cash acquired 2,426,918 Allocated as follows: Accounts receivable 188,278 Inventory 105 Prepaids 8,335 Right-of-use asset 144,702 Accounts payable (606,560 ) Deferred revenue (251,435 ) Lease liability (144,702 ) Loans payable (508,255 ) Long-term debt (156,625 ) Intangible assets – distribution libraries 3,695,673 Goodwill 833,493 Deferred income taxes (776,091 ) Total 2,426,918 |
iGEMS [Member] | |
IfrsStatementLineItems [Line Items] | |
Schedule of estimate of the fair value of net assets acquired | Schedule of estimate of the fair value of net assets acquired Total $ Consideration: Common shares 233,750 iGEMS Contingent Consideration 471,521 Total unadjusted purchase price 705,271 Cash acquired (21,981 ) Total purchase price, net of cash acquired 683,290 Allocated as follows: Accounts receivable 10,749 Accounts payable (1,136 ) Loans payable (127,293 ) Goodwill 800,970 Total 683,290 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Receivables Abstract | |
Schedule of trade receivable | Schedule of trade receivable August 31, 2022 November 30, $ $ Accounts receivable 1,021,789 512,041 Sales tax receivable 252,097 266,464 Corporate income tax receivable 6,334 - Receivables 1,280,220 778,505 |
LOANS RECEIVABLE (Tables)
LOANS RECEIVABLE (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Loans Receivable | |
Schedule of long term loans receivable including accrued interest | Schedule of long term loans receivable including accrued interest Participant Installment Total $ $ $ Balance November 30, 2020 51,931 32,992 84,923 Accrued interest income 7,912 5,027 12,939 Expected credit loss (61,814 ) (39,271 ) (101,085 ) Net exchange differences 1,971 1,252 3,223 Balance, November 30, 2021 and August 31, 2022 - - - |
LICENSES (Tables)
LICENSES (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Licenses | |
Schedule of reconciliation of licenses | Schedule of reconciliation of licenses August 31, 2022 November 30, $ Balance, beginning of period - 705,555 Amortization - (213,015 ) Write-offs - (492,751 ) Net exchange differences - 211 Balance, end of period - - |
INVESTMENT IN EQUITY INSTRUME_2
INVESTMENT IN EQUITY INSTRUMENTS (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Investment In Equity Instruments | |
Schedule of reconciliation of the investment in Waterproof | Schedule of reconciliation of the investment in Waterproof August 31, 2022 November 30, $ $ Balance, beginning of period - 2,966,110 Change in fair value - 1,139,133 Disposal of investment - (4,105,243 ) Balance, end of period - - |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Disclosure Equipment Abstract | |
Schedule of Equipment | Schedule of Equipment Computer Equipment Vehicles Total $ $ $ $ Cost: At November 30, 2020 93,962 - 43,303 137,265 Disposals (93,962 ) - - (93,962 ) At November 30, 2021 - - 43,303 43,303 Additions - acquisition of DCU 426,389 3,931 - 430,320 Additions 1,260 - - 1,260 Disposals - - (43,303 ) (43,303 ) Net exchange differences (58,384 ) (2,928 ) - (61,312 ) At August 31, 2022 369,265 1,003 - 370,268 Depreciation: At November 30, 2020 29,011 - - 29,011 Additions 19,485 - 12,991 32,476 Disposals (48,496 ) - - (48,496 ) At November 30, 2021 - - 12,991 12,991 Additions 64,146 393 - 64,539 Disposals - - (12,991 ) (12,991 ) At August 31, 2022 64,146 393 - 64,539 Net book value: At November 30, 2021 - - 30,312 30,312 At August 31, 2022 305,119 610 - 305,729 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Intangible Assets | |
Schedule of intangible assets | Schedule of intangible assets Video Game Platform Distribution Customer Brands Total $ $ $ $ $ $ Cost: At November 30, 2020 1,130,960 3,325,000 - - - 4,455,960 Additions - acquisition of IndieFlix - - 3,695,673 - - 3,695,673 Impairments (890,445 ) (3,324,000 ) - - - (4,214,445 ) At November 30, 2021 240,515 1,000 3,695,673 - - 3,937,188 Additions - 25,000 - - - 25,000 Additions - acquisition of DCU (Note 3) - 565,800 - 923,000 402,000 1,890,800 At August 31, 2022 240,515 591,800 3,695,673 923,000 402,000 5,852,988 Amortization: At November 30, 2020 164,118 - - - - 164,118 Additions 75,397 - 61,595 - - 136,992 At November 30, 2021 239,515 - 61,595 - - 301,110 Additions 1,000 95,077 277,175 153,834 - 527,086 At August 31, 2022 240,515 95,077 338,770 153,834 - 828,196 Net book value: At November 30, 2021 1,000 1,000 3,634,078 - - 3,636,078 At August 31, 2022 - 496,723 3,356,903 769,166 402,000 5,024,792 |
RIGHT-OF-USE- ASSET AND LEASE_2
RIGHT-OF-USE- ASSET AND LEASE LIABILITY (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Right-of-use- Asset And Lease Liability | |
Schedule of Right of Use Asset | Schedule of Right of Use Asset Office Space $ Cost: At November 30, 2020 - Additions - acquisition of IndieFlix (Note 3) 144,702 At November 30, 2021 144,702 Additions - acquisition of DCU (Note 3) 114,534 Net exchange differences (3,347 ) At August 31, 2022 255,889 Depreciation: At November 30, 2020 - Additions 10,718 At November 30, 2021 10,718 Additions 68,915 At August 31, 2022 79,633 Net book value: At November 30, 2020 133,984 At August 31, 2022 176,256 |
Schedule of Lease Liability | Schedule of Lease Liability August 31, 2022 November 30, $ $ Balance, beginning of period 135,175 - Additions (Note 3) 114,534 144,702 Lease payments (67,391 ) (10,298 ) Interest expense 7,730 771 Net exchange differences (8,405 ) - 181,643 135,175 Less: current portion (105,931 ) (61,703 ) Balance, end of period 75,712 73,472 |
Schedule of lease payments | Schedule of lease payments $ Undiscounted minimum lease payments: September 1, 2022 – November 30, 2022 27,396 December 1, 2022 – November 30, 2023 113,182 December 1, 2023 – November 30, 2024 49,874 December 1, 2024 3,674 Total 194,126 Effect of discounting (12,483 ) Total present value of lease liabilities 181,643 Less: current portion (105,931 ) Balance, end of period 75,712 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Disclosure Goodwill Abstract | |
Schedule of goodwill | Schedule of goodwill August 31, 2022 November 30, $ $ Balance, beginning of period 833,493 - Additions (Note 3) 5,440,863 833,493 Balance, end of period 6,274,356 833,493 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Accounts Payable And Accrued Liabilities | |
Schedule of Accounts Payable and Accured Liabilities | Schedule of Accounts Payable and Accured Liabilities August 31, 2022 November 30, $ $ Accounts payable 3,458,235 1,625,418 Accrued liabilities 321,028 242,601 Loans to employees 102,037 - Wages payable 61,815 102,079 Payroll taxes payable 77,462 31,634 Accounts payable and accrued liabilities 4,020,577 2,001,732 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Deferred Revenue | |
Schedule of Deferred Revenue | Schedule of Deferred Revenue August 31, 2022 November 30, $ Film distribution 835,385 179,196 Streaming subscriptions 5,372 4,798 Deferred Revenue 840,757 183,994 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Loans Payable | |
Schedule of loans payable balances and transactions | Schedule of loans payable balances and transactions Credit Related Total $ $ $ Balance, November 30, 2020 493,087 - 493,087 Repayment - shares (498,329 ) - (498,329 ) Net exchange differences 5,242 - 5,242 Balance, November 30, 2021 - - - Advance - 138,150 138,150 Interest expense - 10,559 10,559 Balance, August 31, 2022 - 148,709 148,709 |
CONVERTIBLE DEBENTURES (Tables)
CONVERTIBLE DEBENTURES (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Convertible Debentures | |
Schedule of Convertible Debentures | Schedule of Convertible Debentures Liability Equity Total $ $ $ Balance, November 30, 2020 409,960 49,967 459,927 Interest expense and accretion 8,427 - 8,427 Conversion of convertible debentures (401,677 ) (49,967 ) (451,644 ) Reallocation of interest to accounts payable (16,710 ) - (16,710 ) Balance, November 30, 2021 and August 31, 2022 - - - |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Long-term Debt | |
Schedule of long term debt | Schedule of long term debt Third party SBA Loan Total $ $ $ Balance, November 30, 2020 (current and long-term) 40,059 - 40,059 Acquired on acquisition of IndieFlix (Note 3) - 156,625 156,625 Payments (42,775 ) - (42,775 ) Interest expense and accretion 2,716 1,640 4,356 Balance, November 30, 2021 (current and long-term) - 158,265 158,265 Interest expense and accretion - 7,367 7,367 Government grant - (5,967 ) (5,967 ) Balance, August 31, 2022 - 159,665 159,665 Current portion - 10,230 10,230 Long-term portion - 149,435 149,435 |
SHARE CAPITAL AND RESERVES (Tab
SHARE CAPITAL AND RESERVES (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Share Capital And Reserves | |
Schedule of authorized to issue of preferred shares | Schedule of authorized to issue of preferred shares Preferred shares without par value 9,999,900 Series “A” preferred shares 1,000,000 Series “B” preferred shares 100 Series “C” preferred shares 1,000,000 Series “D” preferred shares 4,000,000 Series “E” preferred shares 4,000,000 20,000,000 |
Schedule of weighted average assumptions by Black-Scholes option-pricing model | Schedule of weighted average assumptions by Black-Scholes option-pricing model August 31, 2022 November 30, Risk-free interest rate - 0.41 Dividend yield - nil Expected life - 5.0 Volatility - 105 Weighted average fair value per option - $ 1.18 |
Schedule of stock option transactions | Schedule of stock option transactions Number of Stock Options Weighted Average Weighted Average $ $ Balance, November 30, 2020 957,995 $2.55 - Granted 1,072,450 $1.90 - Exercised (10,000 ) $1.90 $2.00 Cancelled (265,000 ) $1.90 - Balance, November 30, 2021 1,755,445 $1.90 - Expired / Cancelled (900,715 ) $1.90 Balance, May 31, 2022 854,730 $1.90 |
Schedule of summary of the share options outstanding and exercisable | Schedule of summary of the share options outstanding and exercisable Number Exercise Price Expiry Date $ 157,995 $1.90 February 28, 2024 25,000 $1.90 January 8, 2025 25,000 $1.90 February 13, 2025 25,000 $1.90 March 10, 2025 25,000 $1.90 April 13, 2025 275,000 $1.90 July 23, 2025 321,735 $1.90 January 14, 2026 854,730 |
Schedule of agents' warrant transactions | Schedule of agents' warrant transactions Number of Agents’ Warrants Weighted Average $ Balance, November 30, 2020 213,333 $1.88 Exercised (186,666 ) $1.88 Balance, November 30, 2021 and August 31, 2022 26,667 $1.88 |
Schedule of agents' warrants outstanding and exercisable | Schedule of agents' warrants outstanding and exercisable $ Number Exercise Price Expiry Date $ 26,667 $1.88 June 4, 2025 26,667 |
Schedule of share purchase warrant transactions | Schedule of share purchase warrant transactions Number of Share Purchase Weighted Average $ Balance, November 30, 2020 3,033,709 $1.66 Issued 270,000 $1.75 Exercised (1,408,501 ) $1.84 Expired (1,516,000 ) $1.46 Balance, November 30, 2021 379,208 $1.84 Expired (24,208 ) $1.20 Balance, August 31, 2022 355,000 $1.88 |
Schedule of share purchase warrants outstanding and exercisable for warrants | Schedule of share purchase warrants outstanding and exercisable for warrants $ Number Exercise Price Expiry Date $ 355,000 $1.88 June 9, 2025 355,000 |
Schedule of Restricted share units | Schedule of Restricted share units Number of RSUs Balance, November 30, 2020 750,000 Vested (487,502 ) Cancelled (98,541 ) Balance, November 30, 2021 163,957 Vested (163,957 ) Balance, August 31, 2022 - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Related party transactions [abstract] | |
Schedule of key management personnel compensation | Schedule of key management personnel compensation Nine months ended August 31, 2022 2021 $ $ Management and directors salaries and fees 1,141,292 484,120 Share-based compensation 72,872 1,110,850 Key management personnel compensation 1,214,164 1,594,970 |
SUPPLEMENTAL DISCLOSURES WITH_2
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Supplemental Disclosures With Respect To Cash Flows | |
Schedule of disclosures with respect to cash flows | Schedule of disclosures with respect to cash flows For the nine months ended 2022 2021 $ $ Supplemental non-cash disclosures Reallocation of value of options upon exercise - 19,561 Reallocation of value of warrants upon exercise - 224,306 Reallocation of value of RSUs upon vesting 241,017 372,376 Shares issued for debt settlements - 561,403 Shares issued for commitment to issue shares - 440,501 Shares issued for Cashless Warrants - 423,503 Units issued for conversion of convertible debentures and associated interest - 454,967 Acquisition advances converted into loans receivable 637,088 - Acquisition advances eliminated on acquisition of subsidiary (Note 3) 1,307,650 - Proceeds on disposal of vehicle applied to accounts payable 37,000 - |
SEGMENTED INFORMATION (Tables)
SEGMENTED INFORMATION (Tables) | 9 Months Ended |
Aug. 31, 2022 | |
Segmented Information | |
Schedule of reportable operating segments | Schedule of reportable operating segments Film Video Games Total $ $ $ Segment Information Revenue 9,910 5,710 15,620 Cost of sales (89,409 ) (231,060 ) (320,469 ) Operating expenses (195,017 ) (126,964 ) (321,981 ) Segment profit (loss) (274,516 ) (352,314 ) (626,830 ) Corporate expenses: Operating expenses (3,937,867 ) Other income (expenses) 455,987 Comprehensive loss for the period (4,108,710 ) Capital expenditures - - - |
Nature and Continuance of Ope_2
Nature and Continuance of Operations (Details Narrative) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Nature And Continuance Of Operations | ||
Accumulated deficit | $ 34,783,057 | $ 31,462,167 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Liquid Media Group [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 100% |
Liquid Production Funding [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 100% |
Liquid U S [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 100% |
Liquid Merger Sub 2 [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 100% |
iGEMS [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 0% |
Indie Flix [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 100% |
RACE, LLC [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 100% |
Money, LLC [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | 100% |
Digital Cinema U T D Holding Limited [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | |
Digital Cinema UTD. CEE s.r.o. [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | |
Digital Cinema UTD. UK Limited [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | |
Digital Cinema UTD. Americas Inc. [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% | |
Digital Cinema United SA (PTY) [Member] | ||
Reserve Quantities [Line Items] | ||
Percentage owned | 100% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 9 Months Ended |
Aug. 31, 2022 | |
IfrsStatementLineItems [Line Items] | |
Estimated useful lives percentage | 20% |
Computer equipment [member] | |
IfrsStatementLineItems [Line Items] | |
Estimated useful lives percentage | 30% |
Vehicles [member] | |
IfrsStatementLineItems [Line Items] | |
Estimated useful lives percentage | 30% |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 9 Months Ended |
Aug. 31, 2022 | |
Video Game Catalogues [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 15 years |
Platform Coding And Technology [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 3 years |
Distribution Libraries [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 10 years |
Customers Relationships [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 3 years |
Brands [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | indefinite |
Significant Accounting Polici_7
Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Aug. 31, 2022 | |
Video Game Catalogues [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 15 years |
Platform Coding And Technology [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 3 years |
Distribution Libraries [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 10 years |
Customers Relationships [Member] | |
IfrsStatementLineItems [Line Items] | |
Intangible assets useful lives | 3 years |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - Indie Flix [Member] - $ / shares | Feb. 28, 2022 | Nov. 30, 2021 |
Weighted average expected number of shares to vest | ||
Low Case | 150,000 | 150,000 |
Base Case | 600,000 | 600,000 |
High Case | 280,000 | 280,000 |
Expected number of shares to vest | 1,030,000 | 1,030,000 |
Liquid share price | $ 0.44 | $ 1.24 |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details 1) - USD ($) | Sep. 22, 2022 | Aug. 31, 2022 | Nov. 30, 2021 | Nov. 30, 2020 |
Allocated as follows: | ||||
Right-of-use asset | $ 176,256 | $ 133,984 | ||
Deferred revenue | 840,757 | 183,994 | ||
Lease liability | (75,712) | (135,175) | ||
Intangible assets – distribution libraries | 5,024,792 | 3,636,078 | ||
Goodwill | $ 6,274,356 | $ 833,493 | ||
Indie Flix [Member] | ||||
Consideration: | ||||
Common shares | $ 799,994 | |||
IndieFlix Contingent Consideration | (1,648,000) | |||
Total unadjusted purchase price | 2,447,994 | |||
Cash acquired | (21,076) | |||
Total purchase price, net of cash acquired | 2,426,918 | |||
Allocated as follows: | ||||
Accounts receivable | 188,278 | |||
Inventory | 105 | |||
Prepaids | 8,335 | |||
Right-of-use asset | 144,702 | |||
Accounts payable | (606,560) | |||
Deferred revenue | (251,435) | |||
Lease liability | (144,702) | |||
Loans payable | (508,255) | |||
Long-term debt | (156,625) | |||
Intangible assets – distribution libraries | 3,695,673 | |||
Goodwill | 833,493 | |||
Deferred income taxes | (776,091) | |||
Total | $ 2,426,918 |
BUSINESS ACQUISITIONS (Detail_2
BUSINESS ACQUISITIONS (Details 2) - iGEMS [Member] - $ / shares | Feb. 28, 2022 | Dec. 14, 2021 |
Weighted average expected number of shares to vest | ||
Low Case | 63,113 | 63,113 |
Base Case | 253,215 | 253,215 |
High Case | 112,328 | 112,328 |
Expected number of shares to vest | 428,655 | 428,655 |
Liquid share price | $ 0.44 | $ 1.10 |
BUSINESS ACQUISITIONS (Detail_3
BUSINESS ACQUISITIONS (Details 3) - USD ($) | Aug. 31, 2022 | Dec. 14, 2021 | Nov. 30, 2021 | Nov. 30, 2020 |
Allocated as follows: | ||||
Goodwill | $ 6,274,356 | $ 833,493 | ||
iGEMS [Member] | ||||
Consideration: | ||||
Common shares | $ 233,750 | |||
iGEMS Contingent Consideration | (471,521) | |||
Total unadjusted purchase price | 705,271 | |||
Cash acquired | (21,981) | |||
Total purchase price, net of cash acquired | 683,290 | |||
Allocated as follows: | ||||
Accounts receivable | 10,749 | |||
Accounts payable | (1,136) | |||
Loans payable | (127,293) | |||
Goodwill | 800,970 | |||
Total | $ 683,290 |
BUSINESS ACQUISITIONS (Detail_4
BUSINESS ACQUISITIONS (Details 4) - D C U [Member] - $ / shares | Aug. 31, 2022 | Mar. 07, 2022 |
IfrsStatementLineItems [Line Items] | ||
Liquid share price | $ 0.44 | $ 0.56 |
Discount rate | 21% | 23% |
Expected number of shares to vest | 6,000,000 | 6,000,000 |
BUSINESS ACQUISITIONS (Detail_5
BUSINESS ACQUISITIONS (Details 5) - USD ($) | Aug. 31, 2022 | Mar. 07, 2022 | Nov. 30, 2021 | Nov. 30, 2020 |
Allocated as follows: | ||||
Right-of-use asset | $ 176,256 | $ 133,984 | ||
Lease liability | (75,712) | (135,175) | ||
Goodwill | $ 6,274,356 | $ 833,493 | ||
D C U [Member] | ||||
Consideration: | ||||
Common shares | $ 1,680,000 | |||
DCU Contingent Consideration | (2,577,960) | |||
Total unadjusted purchase price | 4,257,960 | |||
Cash acquired | (209,295) | |||
Total purchase price, net of cash acquired | 4,048,665 | |||
Allocated as follows: | ||||
Accounts receivable | 698,711 | |||
Prepaids | 103,250 | |||
Equipment | 430,320 | |||
Right-of-use asset | 114,534 | |||
Accounts payable | (2,174,700) | |||
Lease liability | (114,534) | |||
Loans payable | $ (1,180,357) | |||
Intangible assets | 1,890,800 | |||
Goodwill | $ 4,639,893 | |||
Deferred income taxes | (359,252) | |||
Total | $ 4,048,665 |
BUSINESS ACQUISITIONS (Detail_6
BUSINESS ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Mar. 07, 2022 | Sep. 22, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
Customers Relationships [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Intangible assets useful lives | 3 years | ||||
Indie Flix [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
IndieFlix revalued contingent consideration | $ 453,200 | $ 1,277,200 | |||
Gain on derivative liability | 824,000 | $ 0 | |||
Intangible assets acquired | $ 3,695,673 | ||||
Useful life | 10 years | ||||
iGEMS [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Gain on derivative liability | 282,912 | 0 | |||
iGEMS revalued contingent consideration | 188,608 | ||||
D C U [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Gain on derivative liability | 492,039 | $ 0 | |||
Dcu revalued contingent consideration | $ 2,085,921 | ||||
D C U [Member] | Technology [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Identifiable intangible assets | $ 565,800 | ||||
Intangible assets useful lives | 3 years | ||||
D C U [Member] | Customers Relationships [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Identifiable intangible assets | $ 923,000 | ||||
D C U [Member] | Brands [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Identifiable intangible assets | $ 402,000 |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Receivables Abstract | ||
Accounts receivable | $ 1,021,789 | $ 512,041 |
Sales tax receivable | 252,097 | 266,464 |
Corporate income tax receivable | 6,334 | |
Receivables | $ 1,280,220 | $ 778,505 |
LOANS RECEIVABLE (Details)
LOANS RECEIVABLE (Details) | 12 Months Ended |
Nov. 30, 2021 USD ($) | |
IfrsStatementLineItems [Line Items] | |
Opening balance | $ 84,923 |
Accrued interest income | 12,939 |
Expected credit loss | (101,085) |
Net exchange differences | 3,223 |
Closing balance | |
Participant Games Inc [Member] | |
IfrsStatementLineItems [Line Items] | |
Opening balance | 51,931 |
Accrued interest income | 7,912 |
Expected credit loss | (61,814) |
Net exchange differences | 1,971 |
Closing balance | |
Installment Entertainment Inc [Member] | |
IfrsStatementLineItems [Line Items] | |
Opening balance | 32,992 |
Accrued interest income | 5,027 |
Expected credit loss | (39,271) |
Net exchange differences | 1,252 |
Closing balance |
LOANS RECEIVABLE (Details Narra
LOANS RECEIVABLE (Details Narrative) | 12 Months Ended | |||||
Nov. 30, 2017 CAD ($) | Aug. 31, 2022 USD ($) | Nov. 30, 2021 USD ($) | Oct. 25, 2021 USD ($) | Sep. 21, 2021 USD ($) | Sep. 17, 2021 | |
Participant Games Inc [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Advances | $ 150,000 | |||||
Loan receivable interest rate | 15% | |||||
Accrued interest receivable | $ 127,114 | |||||
Allowance for credit loss | 244,369 | |||||
Installment Entertainment Inc [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Advances | $ 100,000 | |||||
Loan receivable interest rate | 15% | |||||
Accrued interest receivable | 77,077 | |||||
Allowance for credit loss | $ 155,247 | |||||
Filmocracy [Member] | ||||||
IfrsStatementLineItems [Line Items] | ||||||
Advanced from related party | $ 190,594 | $ 244,292 | ||||
Interest rate | 6% | |||||
Accrued of interest income | $ 65,689 |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Restricted Cash | ||
Restricted cash and cash equivalents | $ 52,647 | $ 53,937 |
LICENSES (Details)
LICENSES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
Licenses | |||
Licences and franchises | $ 705,555 | $ 705,555 | |
Amortization | 0 | $ 211,847 | (213,015) |
Write-offs | (492,751) | ||
Net exchange differences | 211 | ||
Balance, end of year |
LICENSES (Details Narrative)
LICENSES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
Licenses | |||
Amortization licenses cost | $ 0 | $ 211,847 | $ (213,015) |
INVESTMENT IN EQUITY INSTRUME_3
INVESTMENT IN EQUITY INSTRUMENTS (Details) - Waterproof [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Non-current investments in equity instruments designated at fair value through other comprehensive income | $ 2,966,110 | |
Change in fair value | 1,139,133 | |
Disposal of investment | (4,105,243) | |
Balance, end of year |
INVESTMENT IN EQUITY INSTRUME_4
INVESTMENT IN EQUITY INSTRUMENTS (Details Narrative) - Waterproof [Member] | Oct. 18, 2021 USD ($) |
IfrsStatementLineItems [Line Items] | |
Estimated common shares value | $ 4,105,243 |
Unrealized gain on equity instruments | $ 1,139,133 |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Net book value | $ 305,729 | $ 30,312 |
Computer equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 305,119 | |
Equipments [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 610 | |
Vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 30,312 | |
Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | 43,303 | 137,265 |
Disposals | (43,303) | (93,962) |
Additions - acquisition of DCU | 430,320 | |
Additions | 1,260 | |
Net exchange differences | (61,312) | |
Ending Balance | 370,268 | 43,303 |
Gross carrying amount [member] | Computer equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | 93,962 | |
Disposals | (93,962) | |
Additions - acquisition of DCU | 426,389 | |
Additions | 1,260 | |
Net exchange differences | (58,384) | |
Ending Balance | 369,265 | |
Gross carrying amount [member] | Equipments [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | ||
Disposals | ||
Additions - acquisition of DCU | 3,931 | |
Additions | ||
Net exchange differences | (2,928) | |
Ending Balance | 1,003 | |
Gross carrying amount [member] | Vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | 43,303 | 43,303 |
Disposals | (43,303) | |
Additions - acquisition of DCU | ||
Additions | ||
Net exchange differences | ||
Ending Balance | 43,303 | |
Accumulated impairment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | 12,991 | 29,011 |
Disposals | (12,991) | (48,496) |
Additions | 64,539 | 32,476 |
Ending Balance | 64,539 | 12,991 |
Accumulated impairment [member] | Computer equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | 29,011 | |
Disposals | (48,496) | |
Additions | 64,146 | 19,485 |
Ending Balance | 64,146 | |
Accumulated impairment [member] | Equipments [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | ||
Disposals | ||
Additions | 393 | |
Ending Balance | 393 | |
Accumulated impairment [member] | Vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | 12,991 | |
Disposals | (12,991) | |
Additions | 12,991 | |
Ending Balance | $ 12,991 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 1 Months Ended | ||
Dec. 31, 2021 | Aug. 31, 2022 | Mar. 07, 2022 | |
IfrsStatementLineItems [Line Items] | |||
Gain on disposal of equipment | $ 6,688 | ||
D C U [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Equipment valued | $ 430,320 | ||
D C U [Member] | Computer equipment [member] | |||
IfrsStatementLineItems [Line Items] | |||
Equipment valued | $ 426,389 | ||
D C U [Member] | Equipments [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Equipment valued | $ 3,931 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Net book value | $ 5,024,792 | $ 3,636,078 |
Video Game Catalogues [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 1,000 | |
Platform Coding [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 496,723 | 1,000 |
Distribution Libraries [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 3,356,903 | 3,634,078 |
Customer Relatonships [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Net book value | 769,166 | |
Brands [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Ending balance | 402,000 | |
Net book value | 402,000 | |
Gross carrying amount [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 3,937,188 | 4,455,960 |
Additions | 25,000 | |
Impairments | (4,214,445) | |
Ending balance | 5,852,988 | 3,937,188 |
Gross carrying amount [member] | Indiex Flix [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | 3,695,673 | |
Gross carrying amount [member] | D C U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | 1,890,800 | |
Gross carrying amount [member] | Video Game Catalogues [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 240,515 | 1,130,960 |
Additions | ||
Impairments | (890,445) | |
Ending balance | 240,515 | 240,515 |
Gross carrying amount [member] | Video Game Catalogues [Member] | Indiex Flix [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | ||
Gross carrying amount [member] | Video Game Catalogues [Member] | D C U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | ||
Gross carrying amount [member] | Platform Coding [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 1,000 | 3,325,000 |
Additions | 25,000 | |
Impairments | (3,324,000) | |
Ending balance | 591,800 | 1,000 |
Gross carrying amount [member] | Platform Coding [Member] | Indiex Flix [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | ||
Gross carrying amount [member] | Platform Coding [Member] | D C U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | 565,800 | |
Gross carrying amount [member] | Distribution Libraries [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Additions | ||
Impairments | ||
Gross carrying amount [member] | Distribution Libraries [Member] | Indiex Flix [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | 3,695,673 | |
Gross carrying amount [member] | Distribution Libraries [Member] | D C U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 3,695,673 | |
Additions | ||
Ending balance | 3,695,673 | |
Gross carrying amount [member] | Customer Relatonships [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Additions | ||
Impairments | ||
Ending balance | 923,000 | |
Gross carrying amount [member] | Customer Relatonships [Member] | Indiex Flix [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | ||
Gross carrying amount [member] | Customer Relatonships [Member] | D C U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | 923,000 | |
Gross carrying amount [member] | Brands [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Additions | ||
Impairments | ||
Ending balance | 402,000 | |
Gross carrying amount [member] | Brands [Member] | Indiex Flix [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | ||
Gross carrying amount [member] | Brands [Member] | D C U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Additions | 402,000 | |
Accumulated depreciation and amortisation [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 301,110 | 164,118 |
Additions | 527,086 | 136,992 |
Ending balance | 828,196 | 301,110 |
Accumulated depreciation and amortisation [member] | Video Game Catalogues [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 239,515 | 164,118 |
Additions | 1,000 | 75,397 |
Ending balance | 240,515 | 239,515 |
Accumulated depreciation and amortisation [member] | Platform Coding [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Additions | 95,077 | |
Ending balance | 95,077 | |
Accumulated depreciation and amortisation [member] | Distribution Libraries [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | 61,595 | |
Additions | 277,175 | 61,595 |
Ending balance | 338,770 | 61,595 |
Accumulated depreciation and amortisation [member] | Customer Relatonships [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Additions | 153,834 | |
Ending balance | 153,834 | |
Accumulated depreciation and amortisation [member] | Brands [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning balance | ||
Additions | ||
Ending balance |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2021 | Aug. 31, 2022 | Nov. 30, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Goodwill Acquire distribution libraries | $ 3,695,673 | ||
Impairment of intangible assets | $ 4,214,445 | ||
Video Game Catalogues [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Development costs | $ 3,325,000 | ||
Technology [Member] | D C U [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Intangible assets | $ 565,800 | ||
Customers Relationships [Member] | D C U [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Intangible assets | 923,000 | ||
Brands [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Intangible assets | $ 402,000 |
RIGHT-OF-USE- ASSET AND LEASE_3
RIGHT-OF-USE- ASSET AND LEASE LIABILITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Nov. 30, 2021 | Nov. 30, 2020 | |
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | $ 133,984 | ||
Ending Balance | 176,256 | $ 133,984 | |
Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Net book value | 176,256 | $ 133,984 | |
Gross carrying amount [member] | Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 144,702 | ||
Net exchange differences | (3,347) | ||
Ending Balance | 255,889 | 144,702 | |
Gross carrying amount [member] | Right-of-use assets [member] | Indie Flix [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Additions | 144,702 | ||
Gross carrying amount [member] | Right-of-use assets [member] | D C U [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Additions | 114,534 | ||
Accumulated impairment [member] | Right-of-use assets [member] | |||
IfrsStatementLineItems [Line Items] | |||
Beginning Balance | 10,718 | ||
Additions | 68,915 | 10,718 | |
Ending Balance | $ 79,633 | $ 10,718 |
RIGHT-OF-USE- ASSET AND LEASE_4
RIGHT-OF-USE- ASSET AND LEASE LIABILITY (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
Right-of-use- Asset And Lease Liability | ||
Balance, beginning of year | $ 135,175 | |
Additions | 114,534 | 144,702 |
Lease payments | (67,391) | (10,298) |
Interest expense | 7,730 | 771 |
Net exchange differences | (8,405) | |
Gross lease liability | 181,643 | 135,175 |
Less: current portion | (105,931) | (61,703) |
Balance, end of year | $ 75,712 | $ 73,472 |
RIGHT-OF-USE- ASSET AND LEASE_5
RIGHT-OF-USE- ASSET AND LEASE LIABILITY (Details 2) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 | Nov. 30, 2020 |
Undiscounted minimum lease payments: | |||
September 1, 2022 – November 30, 2022 | $ 27,396 | ||
December 1, 2022 – November 30, 2023 | 113,182 | ||
December 1, 2023 – November 30, 2024 | 49,874 | ||
December 1, 2024 | 3,674 | ||
Total | 194,126 | ||
Effect of discounting | 12,483 | ||
Total present value of lease liabilities | 181,643 | $ 135,175 | |
Less: current portion | (105,931) | (61,703) | |
Balance, end of period | $ 75,712 | $ 135,175 |
RIGHT-OF-USE- ASSET AND LEASE_6
RIGHT-OF-USE- ASSET AND LEASE LIABILITY (Details Narrative) | 9 Months Ended |
Aug. 31, 2022 | |
Indie Flix [Member] | |
IfrsStatementLineItems [Line Items] | |
Lease liability discount rate | 3.25% |
D C U [Member] | |
IfrsStatementLineItems [Line Items] | |
Lease liability discount rate | 9% |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
Disclosure Goodwill Abstract | ||
Goodwill at beginning of period | $ 833,493 | |
Additions | 5,440,863 | 833,493 |
Balance, end of period | $ 6,274,356 | $ 833,493 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Goodwill acquired | $ 5,440,863 | $ 833,493 |
Indie Flix [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Goodwill acquired | $ 833,493 | |
iGEMS [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Goodwill acquired | 800,970 | |
D C U [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Goodwill acquired | $ 4,639,893 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Accounts Payable And Accrued Liabilities | ||
Accounts payable | $ 3,458,235 | $ 1,625,418 |
Accrued liabilities | 321,028 | 242,601 |
Loans to employees | 102,037 | |
Wages payable | 61,815 | 102,079 |
Payroll taxes payable | 77,462 | 31,634 |
Accounts payable and accrued liabilities | $ 4,020,577 | $ 2,001,732 |
ACCOUNTS PAYABLE AND ACCRUED _4
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Feb. 28, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Accounts Payable And Accrued Liabilities | |||
Stock issued during period, shares, issued for settlement of accounts payable | 114,194 | 42,878 | |
Stock issued during period, value, issued for settlement of accounts payable | $ 67,500 | $ 81,953 | |
Amount of accounts payable settlement | 67,500 | 82,851 | |
Gain on debt settlements | $ 0 | $ 898 | |
Number of shares transferred | 215,000 | ||
Settlement of interest included in accounts payable | $ 18,481 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 |
Deferred Revenue | ||
Film distribution | $ 835,385 | $ 179,196 |
Streaming subscriptions | 5,372 | 4,798 |
Deferred Revenue | $ 840,757 | $ 183,994 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | $ 493,087 | |
Repayment - shares | (498,329) | |
Net exchange differences | 5,242 | |
Advance | 138,150 | |
Interest expense | 10,559 | |
Ending Balance | 148,709 | |
Credit Facility [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | 493,087 | |
Repayment - shares | (498,329) | |
Net exchange differences | 5,242 | |
Advance | ||
Interest expense | ||
Ending Balance | ||
Related parties [member] | ||
IfrsStatementLineItems [Line Items] | ||
Beginning Balance | ||
Repayment - shares | ||
Net exchange differences | ||
Advance | 138,150 | |
Interest expense | 10,559 | |
Ending Balance | $ 148,709 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | Aug. 31, 2022 | Nov. 30, 2021 | Nov. 30, 2020 |
IfrsStatementLineItems [Line Items] | |||
Accounts payable and accrued liabilities | $ 4,020,577 | $ 2,001,732 | |
Credit Facility [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Percentage of interest rate | 14.40% | ||
Accounts payable and accrued liabilities | $ 5,447 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | |||
Balance at beginning | $ 459,927 | $ 459,927 | |
InterestExpenseAndAccretion | 0 | 8,427 | 8,427 |
Conversion of convertible debentures | (451,644) | ||
Reallocation of interest to accounts payable | (16,710) | ||
Balance at end | |||
Liability Component [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance at beginning | 409,960 | 409,960 | |
InterestExpenseAndAccretion | 8,427 | ||
Conversion of convertible debentures | (401,677) | ||
Reallocation of interest to accounts payable | (16,710) | ||
Balance at end | |||
Equity Component [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance at beginning | $ 49,967 | 49,967 | |
InterestExpenseAndAccretion | |||
Conversion of convertible debentures | (49,967) | ||
Reallocation of interest to accounts payable | |||
Balance at end |
CONVERTIBLE DEBENTURES (Detai_2
CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | Nov. 30, 2019 | |
Convertible Debentures | ||||
Deferred tax recovery | $ 122,201 | |||
Interest expense and accretion | $ 0 | $ 8,427 | $ 8,427 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Balance at Beginning | $ 158,265 | $ 40,059 |
Acquired on acquisition of IndieFlix | 156,625 | |
Payments | (42,775) | |
InterestExpenseAndAccretion | 7,367 | 4,356 |
Government grant | (5,967) | |
Balance at end | 159,665 | 158,265 |
Current portion | 10,230 | |
Long-term portion | 149,435 | |
Third Party [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at Beginning | 40,059 | |
Acquired on acquisition of IndieFlix | ||
Payments | (42,775) | |
InterestExpenseAndAccretion | 2,716 | |
Government grant | ||
Balance at end | ||
Current portion | ||
Long-term portion | ||
S B A Loan [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance at Beginning | 158,265 | |
Acquired on acquisition of IndieFlix | 156,625 | |
Payments | ||
InterestExpenseAndAccretion | 7,367 | 1,640 |
Government grant | (5,967) | |
Balance at end | 159,665 | $ 158,265 |
Current portion | 10,230 | |
Long-term portion | $ 149,435 |
SHARE CAPITAL AND RESERVES (Det
SHARE CAPITAL AND RESERVES (Details) | Aug. 31, 2022 shares |
IfrsStatementLineItems [Line Items] | |
Number of shares authorized | 20,000,000 |
Preferred Shares Without Par Value [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of shares authorized | 9,999,900 |
Series A Preferred Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of shares authorized | 1,000,000 |
Series B Preferred Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of shares authorized | 100 |
Series C Preferred Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of shares authorized | 1,000,000 |
Series D Preferred Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of shares authorized | 4,000,000 |
Series E Preferred Shares [Member] | |
IfrsStatementLineItems [Line Items] | |
Number of shares authorized | 4,000,000 |
SHARE CAPITAL AND RESERVES (D_2
SHARE CAPITAL AND RESERVES (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
Share Capital And Reserves | ||
Risk-free interest rate | 0.41% | |
Dividend yield | ||
Expected life | 5 years | |
Volatility | 105% | |
Weighted average fair value per option | $ 1.18 |
SHARE CAPITAL AND RESERVES (D_3
SHARE CAPITAL AND RESERVES (Details 2) | 6 Months Ended | 12 Months Ended |
May 31, 2022 shares $ / shares | Nov. 30, 2021 shares $ / shares | |
Share Capital And Reserves | ||
Balance | shares | 1,755,445 | 957,995 |
Balance | $ 1.90 | $ 2.55 |
Granted | shares | 1,072,450 | |
Granted | $ 1.90 | |
Exercised | shares | (10,000) | |
Exercised | $ 1.90 | |
Exercised | $ 2 | |
Cancelled | shares | (900,715) | (265,000) |
Cancelled | $ 1.90 | $ 1.90 |
Balance | shares | 854,730 | 1,755,445 |
Balance | $ 1.90 | $ 1.90 |
SHARE CAPITAL AND RESERVES (D_4
SHARE CAPITAL AND RESERVES (Details 3) | 9 Months Ended |
Aug. 31, 2022 shares $ / shares | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 854,730 |
Range 1 [Member] | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 157,995 |
Exercise Price | $ / shares | $ 1.90 |
Expiry Date Exercise Price Of Outstanding Share Options | Feb. 28, 2024 |
Range 2 [Member] | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 25,000 |
Exercise Price | $ / shares | $ 1.90 |
Expiry Date Exercise Price Of Outstanding Share Options | Jan. 08, 2025 |
Range 3 [Member] | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 25,000 |
Exercise Price | $ / shares | $ 1.90 |
Expiry Date Exercise Price Of Outstanding Share Options | Feb. 13, 2025 |
Range 4 [Member] | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 25,000 |
Exercise Price | $ / shares | $ 1.90 |
Expiry Date Exercise Price Of Outstanding Share Options | Mar. 10, 2025 |
Range 5 [Member] | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 25,000 |
Exercise Price | $ / shares | $ 1.90 |
Expiry Date Exercise Price Of Outstanding Share Options | Apr. 13, 2025 |
Range 6 [Member] | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 275,000 |
Exercise Price | $ / shares | $ 1.90 |
Expiry Date Exercise Price Of Outstanding Share Options | Jul. 23, 2025 |
Range 7 [Member] | |
IfrsStatementLineItems [Line Items] | |
Number Exercisable | 321,735 |
Exercise Price | $ / shares | $ 1.90 |
Expiry Date Exercise Price Of Outstanding Share Options | Jan. 14, 2026 |
SHARE CAPITAL AND RESERVES (D_5
SHARE CAPITAL AND RESERVES (Details 4) | 12 Months Ended |
Nov. 30, 2021 shares $ / shares | |
IfrsStatementLineItems [Line Items] | |
Balance | $ 2.55 |
Exercised | 1.90 |
Balance | $ 1.90 |
Agents Warrants [Member] | |
IfrsStatementLineItems [Line Items] | |
Balance | shares | 213,333 |
Balance | $ 1.88 |
Exercised | shares | (186,666) |
Exercised | $ 1.88 |
Balance | shares | 26,667 |
Balance | $ 1.88 |
SHARE CAPITAL AND RESERVES (D_6
SHARE CAPITAL AND RESERVES (Details 5) | 9 Months Ended | ||
Aug. 31, 2022 shares $ / shares | Nov. 30, 2021 shares | Nov. 30, 2020 shares | |
IfrsStatementLineItems [Line Items] | |||
Number of Warrants | 26,667 | ||
Agents Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of Warrants | 26,667 | 26,667 | 213,333 |
Exercise Price | $ / shares | $ 1.88 | ||
Expiry Date | Jun. 04, 2025 |
SHARE CAPITAL AND RESERVES (D_7
SHARE CAPITAL AND RESERVES (Details 6) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
May 31, 2022 shares $ / shares | Aug. 31, 2022 shares $ / shares | Nov. 30, 2021 shares $ / shares | |
IfrsStatementLineItems [Line Items] | |||
Balance | $ 1.90 | $ 1.90 | $ 2.55 |
Exercised | 1.90 | ||
Expired | 1.90 | 1.90 | |
Balance | shares | 26,667 | ||
Balance | $ 1.90 | $ 1.90 | |
Share Purchase Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Balance | shares | 379,208 | 379,208 | 3,033,709 |
Balance | $ 1.84 | $ 1.84 | $ 1.66 |
Issued | shares | 270,000 | ||
Issued | $ 1.75 | ||
Exercised | shares | (1,408,501) | ||
Exercised | $ 1.84 | ||
Expired | shares | (24,208) | (1,516,000) | |
Expired | $ 1.20 | $ 1.46 | |
Balance | shares | 355,000 | 379,208 | |
Balance | $ 1.88 | $ 1.84 |
SHARE CAPITAL AND RESERVES (D_8
SHARE CAPITAL AND RESERVES (Details 7) | 9 Months Ended | ||
Aug. 31, 2022 shares $ / shares | Nov. 30, 2021 shares | Nov. 30, 2020 shares | |
IfrsStatementLineItems [Line Items] | |||
Number of Warrants | 26,667 | ||
Share Purchase Warrants [Member] | |||
IfrsStatementLineItems [Line Items] | |||
Number of Warrants | 355,000 | 379,208 | 3,033,709 |
Exercise Price | $ / shares | $ 1.88 | ||
Expiry Date | Jun. 09, 2025 |
SHARE CAPITAL AND RESERVES (D_9
SHARE CAPITAL AND RESERVES (Details 8) - shares | 9 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | ||
Balance | 26,667 | |
Restricted Share Units [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Balance | 163,957 | 750,000 |
Vested | (163,957) | (487,502) |
Cancelled | (98,541) | |
Balance | 163,957 |
SHARE CAPITAL AND RESERVES (_10
SHARE CAPITAL AND RESERVES (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Mar. 07, 2022 USD ($) shares | Mar. 03, 2022 USD ($) shares | Dec. 14, 2021 USD ($) shares | Sep. 07, 2021 USD ($) $ / shares shares | Sep. 03, 2021 USD ($) shares | Jun. 09, 2021 USD ($) shares | Mar. 03, 2021 USD ($) shares | Feb. 12, 2021 USD ($) $ / shares shares | Jan. 14, 2021 USD ($) shares $ / shares | Jan. 01, 2021 USD ($) shares $ / shares | Jul. 31, 2022 shares | May 18, 2022 USD ($) shares | Sep. 22, 2021 USD ($) shares | Mar. 22, 2021 USD ($) $ / shares shares | Jan. 29, 2021 USD ($) shares | Jan. 25, 2021 USD ($) shares | Aug. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) shares $ / shares | Nov. 30, 2020 USD ($) shares | |
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Common stock issued for restricted share units vested, shares | shares | 163,957 | 237,501 | 250,001 | |||||||||||||||||
Common stock issued for restricted share units vested, value | $ 241,017 | $ 349,127 | $ 372,376 | |||||||||||||||||
Number of restricted share units | shares | 163,957 | 237,501 | 250,001 | |||||||||||||||||
Fair value of rsu vested | $ 241,017 | $ 349,127 | $ 372,376 | |||||||||||||||||
Gain on debt settlements | $ 0 | $ 898 | ||||||||||||||||||
Common shares issued in connection with direct offering, shares | shares | 1,791,045 | |||||||||||||||||||
Share Price | $ / shares | $ 2.09 | $ 3.35 | ||||||||||||||||||
Common shares issued in connection with direct offering, value | $ 6,000,000 | |||||||||||||||||||
Legal Fees | 69,095 | |||||||||||||||||||
Agent fees | 470,000 | |||||||||||||||||||
Filing fees | $ 15,950 | |||||||||||||||||||
Common stock issued | shares | 437,365 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 915,230 | |||||||||||||||||||
Stock issued for conversion of debt, Shares | shares | 270,000 | |||||||||||||||||||
Stock issued for conversion of debt, Value | $ 405,000 | |||||||||||||||||||
Stock Option granted | shares | 1,072,450 | |||||||||||||||||||
Share-based compensation | 1,214,164 | 1,594,970 | ||||||||||||||||||
Unvested options cancelled | shares | 321,735 | |||||||||||||||||||
Vested options cancelled | shares | 428,980 | |||||||||||||||||||
Derivative liability | 0 | |||||||||||||||||||
Derivative gain | $ 160,364 | |||||||||||||||||||
Share Purchase Warrants [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Common stock issued | shares | 367,084 | |||||||||||||||||||
Proceeds from warrants exercised | $ 440,501 | $ 440,501 | ||||||||||||||||||
Number of warrants exercised | shares | 367,084 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.20 | |||||||||||||||||||
Weighted average life | 2 years 9 months 10 days | |||||||||||||||||||
Share Purchase Warrants 1 [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Common stock issued | shares | 430,167 | |||||||||||||||||||
Proceeds from warrants exercised | $ 752,793 | |||||||||||||||||||
Number of warrants exercised | shares | 430,167 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.75 | |||||||||||||||||||
Fair value of warrants exercised | $ / shares | $ 2,953 | |||||||||||||||||||
Share Purchase Warrants 2 [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Common stock issued | shares | 990,000 | |||||||||||||||||||
Proceeds from warrants exercised | $ 1,861,200 | |||||||||||||||||||
Number of warrants exercised | shares | 990,000 | |||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.88 | |||||||||||||||||||
Fair value of warrants exercised | $ / shares | $ 221,353 | |||||||||||||||||||
Cashless Warrants [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Common stock issued | shares | 121,319 | |||||||||||||||||||
Proceeds from warrants exercised | $ 423,503 | |||||||||||||||||||
Number of warrants exercised | shares | 175,000 | |||||||||||||||||||
Fair value of warrants exercised | $ / shares | $ 423,503 | |||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Common stock issued | shares | 10,000 | |||||||||||||||||||
Proceeds from stock option exercised | $ 19,000 | |||||||||||||||||||
Number of stock option exercised | shares | 10,000 | |||||||||||||||||||
Fair value of stock option exercised | $ 19,561 | |||||||||||||||||||
Options [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Weighted average life | 2 years 9 months 7 days | |||||||||||||||||||
Agents Warrants [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Weighted average life | 2 years 9 months 3 days | |||||||||||||||||||
Share Purchase Warrants 3 [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.75 | |||||||||||||||||||
Warrants issued | shares | 346,000 | |||||||||||||||||||
Share Purchase Warrants 4 [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.75 | |||||||||||||||||||
Warrants issued | shares | 270,000 | |||||||||||||||||||
Restricted Share Units [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Stock Option granted | shares | 1,000,001 | |||||||||||||||||||
Share-based compensation | $ 41,052 | 633,098 | ||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Common stock issued for services provided, shares | shares | 39,894 | 114,194 | 17,907 | |||||||||||||||||
Common stock issued for services provided, Value | $ 75,000 | $ 67,500 | $ 46,948 | |||||||||||||||||
Common stock issued for settlement of accounts payable, Shares | shares | 2,984 | |||||||||||||||||||
Common stock issued for settlement of accounts payable, Value | $ 6,953 | |||||||||||||||||||
Settlement of accounts payable | 7,851 | |||||||||||||||||||
Gain on debt settlements | $ 898 | |||||||||||||||||||
Stock Option granted | shares | 321,735 | |||||||||||||||||||
Fair value of stock option granted | $ 408,202 | |||||||||||||||||||
Exercise price | $ / shares | $ 1.90 | |||||||||||||||||||
Share-based compensation | 56,218 | 329,348 | ||||||||||||||||||
Creditor [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Number of treasury shares transferred | shares | 215,000 | |||||||||||||||||||
Value of treasury shares transferred | $ 479,450 | |||||||||||||||||||
Officer [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Stock Option granted | shares | 750,715 | |||||||||||||||||||
Fair value of stock option granted | $ 861,681 | |||||||||||||||||||
Exercise price | $ / shares | $ 1.90 | |||||||||||||||||||
Share-based compensation | $ 32,288 | $ 353,253 | ||||||||||||||||||
iGEMS [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Stock issued for acquisition, shares | shares | 212,500 | |||||||||||||||||||
Stock issued for acquisition, value | $ 233,750 | |||||||||||||||||||
D C U [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Stock issued for acquisition, shares | shares | 3,000,000 | |||||||||||||||||||
Stock issued for acquisition, value | $ 1,680,000 | |||||||||||||||||||
Indie Flix [Member] | ||||||||||||||||||||
IfrsStatementLineItems [Line Items] | ||||||||||||||||||||
Stock issued for acquisition, shares | shares | 499,996 | |||||||||||||||||||
Stock issued for acquisition, value | $ 799,994 |
ROYALTY INCOME (Details Narrati
ROYALTY INCOME (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||||
Royalty income | $ 11,579 | $ 46,012 | ||
Indie Flix [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Royalty income | $ 46,012 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Related party transactions [abstract] | ||
Management and directors salaries and fees | $ 1,141,292 | $ 484,120 |
Share-based compensation | 72,872 | 1,110,850 |
Key management personnel compensation | $ 1,214,164 | $ 1,594,970 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Nov. 30, 2021 | |
IfrsStatementLineItems [Line Items] | |||||
Revenue | $ 1,533,893 | $ 5,365 | $ 3,769,052 | $ 15,620 | |
Royalty income | 11,579 | 46,012 | |||
Directors [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Accounts payable and accrued liabilities | 1,501,684 | 1,501,684 | $ 275,486 | ||
Revenue | 519,640 | 0 | |||
Rent | 27,087 | 0 | |||
Indie Flix [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Royalties | 426,723 | 0 | |||
Royalty income | 46,012 | 0 | |||
Payable amount | 241,046 | 241,046 | 184,627 | ||
Receivable amount | 37,520 | 37,520 | 91,222 | ||
iGEMS [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Payable amount | $ 561 | 561 | $ 0 | ||
Content curation costs | $ 76,802 | $ 0 |
FINANCIAL INSTRUMENTS AND RIS_2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Aug. 31, 2022 | Nov. 30, 2021 | |
Financial Instruments And Risk Management | ||
Derivative liabilities | $ 2,727,729 | $ 1,277,200 |
Expected credit loss loans receivable | 356,070 | |
Cash | 447,471 | $ 4,305,461 |
Current financial liabilities | $ 5,131,410 |
SUPPLEMENTAL DISCLOSURES WITH_3
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (Details) - USD ($) | 9 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Supplemental non-cash disclosures | ||
Reallocation of value of options upon exercise | $ 19,561 | |
Reallocation of value of warrants upon exercise | 224,306 | |
Reallocation of value of RSUs upon vesting | 241,017 | 372,376 |
Shares issued for debt settlements | 561,403 | |
Shares issued for commitment to issue shares | 440,501 | |
Shares issued for Cashless Warrants | 423,503 | |
Units issued for conversion of convertible debentures and associated interest | 454,967 | |
Acquisition advances converted into loans receivable | 637,088 | |
Acquisition advances eliminated on acquisition of subsidiary (Note 3) | 1,307,650 | |
Proceeds on disposal of vehicle applied to accounts payable | $ 37,000 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) | 9 Months Ended |
Aug. 31, 2022 USD ($) shares | |
Contingencies | |
Number of common shares owed | shares | 175,000 |
Value of common shares owed | $ | $ 500,000 |
SEGMENTED INFORMATION (Details)
SEGMENTED INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
IfrsStatementLineItems [Line Items] | ||||
Revenue | $ 1,533,893 | $ 5,365 | $ 3,769,052 | $ 15,620 |
Cost of sales | 1,020,984 | $ 51,927 | 2,720,249 | 320,469 |
Segment profit (loss) | (3,320,890) | $ (4,108,710) | ||
Operating segments [member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Revenue | 15,620 | |||
Cost of sales | (320,469) | |||
Operating expenses | (321,981) | |||
Segment profit (loss) | (626,830) | |||
Corporate expenses: | ||||
Operating expenses | (3,937,867) | |||
Other income (expenses) | 455,987 | |||
Comprehensive loss for the period | (4,108,710) | |||
Capital expenditures | ||||
Operating segments [member] | Film [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Revenue | 9,910 | |||
Cost of sales | (89,409) | |||
Operating expenses | (195,017) | |||
Segment profit (loss) | (274,516) | |||
Corporate expenses: | ||||
Capital expenditures | ||||
Operating segments [member] | Video Games [Member] | ||||
IfrsStatementLineItems [Line Items] | ||||
Revenue | 5,710 | |||
Cost of sales | (231,060) | |||
Operating expenses | (126,964) | |||
Segment profit (loss) | (352,314) | |||
Corporate expenses: | ||||
Capital expenditures |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
IfrsStatementLineItems [Line Items] | |||||
Revenue | $ 1,533,893 | $ 5,365 | $ 3,769,052 | $ 15,620 | |
D C U [Member] | |||||
IfrsStatementLineItems [Line Items] | |||||
Revenue | $ 242,400 | ||||
Fees | 7,457 | ||||
Accounts receivable | 353,904 | ||||
Periodic payment | $ 9,831 |