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BetterU Education Corp. — Interim / Quarterly Report 2021
Feb 1, 2021
46460_rns_2021-02-01_5bff09a3-6a6f-4562-a2af-e2e7bfddf9c4.pdf
Interim / Quarterly Report
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for betterU Education Corp. For the Three Months Ended June 30, 2020 and June 30, 2019 (Presented in Canadian Dollars) (Unaudited)
"Notice to Reader"
The accompanying unaudited condensed consolidated financial statements of betterU Education Corp. for the three months ended June 30, 2020 have been prepared by Management and approved by the Audit Committee and the Board of Directors of the Company. These statements have not been reviewed by the Company's external auditors.
Date: January 28, 2021
"Bradley Loiselle" "Jason Burke" Bradley Loiselle Jason Burke CEO CFO
Condensed Consolidated Statements of Financial Position
| Condensed Consolidated Statements of Financial Position | |||
|---|---|---|---|
| As at June 30, 2020 and March 31, 2020(In Canadian dollars) | |||
| June 30, | March 31, | ||
| Note | 2020 | 2020 | |
| $ | $ | ||
| Assets | |||
| Current assets | |||
| Cash | 18,510 | 3,576 | |
| Accounts and other receivables | 20,824 | 13,882 | |
| Prepaid expenses | 4 | 9,923 | 2,528 |
| 49,257 | 19,986 | ||
| Non-current assets | |||
| Property and equipment | 7,356 | 8,509 | |
| Right-of-use asset | - | 15,032 | |
| 7,356 | 23,541 | ||
| 56,613 | 43,527 | ||
| Liabilities | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 5 | 2,903,973 | 2,748,957 |
| Lease obligation | - | 15,032 | |
| Promissory notes | 6 | 3,070,803 | 2,979,626 |
| Bank loan | 7 | 40,032 | 40,032 |
| Convertible debentures | 8 | 23,878 | 24,911 |
| 6,038,686 | 5,808,558 | ||
| Non-current Liabilities | |||
| Long-term liabilities | 9 | 46,613 | - |
| Deferred government grants | 9 | 33,086 | - |
| 6,118,385 | 5,808,558 | ||
| Equity (deficiency) | |||
| Share capital | 10 | 15,459,945 | 15,459,945 |
| Contributed surplus | 10 | 786,402 | 785,997 |
| Equity portion of debt instruments | 3,088 | 3,088 | |
| Accumulated other comprehensive loss | (268,845) | (270,026) | |
| Deficit | (22,853,601) | (22,557,900) | |
| Equity attributable to owners of the parent | (6,873,011) | (6,578,896) | |
| Non-controlling interest | 811,239 | 813,865 | |
| (6,061,772) (5,765,031) | |||
| 56,613 | 43,527 |
(See accompanying notes)
Approved by the Board:
"Bradley Loiselle"
Director "Anthony Keenan"
Director
| betterU Education Corp.Condensed Consolidated Statements of Comprehensive LossThree Months ended June 30, 2020 and June 30, 2019(in Canadian dollars, except shares and per share data)Three monthsThree monthsendedendedJune 30, 2019June 30, 2020$$Revenues926198Operating expensesContractors-129,146Salaries and wages227,485-Rent and premises39,3024,000Advertising and promotion1,19058,101Professional fees236,12540,973Travel25,031-Other general and administrative costs31,8052,827Bank charges1,141496Amortization2,312949Stock based compensation40579,035671,358208,965Loss from operations(208,039)(671,160)Other income (expense)Finance expense(91,788)(80,171)Other Income-1,423Foreign exchange gain (loss)(6)77(90,288)(80,177)Net loss(751,337)(298,327)Exchange differences on translating operations1,182527(750,810)Comprehensive loss(297,145)Net loss attributable to:Non-controlling interest(8,415)(2,626)Owners of the parent(742,922)(295,701)(298,327)(751,337)Net loss per shareBasic and fully diluted($0.004)($0.010)Weighted average number of outstanding shares | |||
|---|---|---|---|
| Basic and fully diluted | 78,271,751 | 66,377,795 |
(See accompanying notes)
Condensed Consolidated Statements of Cash Flows
Years ended June 30, 2020 and 2019
| (In Canadian dollars) | ||
|---|---|---|
| Three months | Three months | |
| ended | ended | |
| June 30, 2020 | June 30, 2019 | |
| $ | ||
| Cash provided by (used in): | ||
| Operating activities | ||
| Net loss | (298,327) | (751,337) |
| Adjusted for the following non-cash items: | ||
| Amortization | 949 | 2,312 |
| Revaluation of convertible debentures | (1,033) | (450) |
| Accrued interest | 92,098 | 3,665 |
| Government grant revenue | (1,223) | |
| Stock-based compensation | 405 | 79,035 |
| (207,130) | (666,776) | |
| Changes in non-cash working capital items: | ||
| Accounts receivable | (6,942) | (10,514) |
| Prepaid expenses | (7,395) | 249,171 |
| Accounts payable and accrued liabilities | 155,016 | 175,549 |
| Cash used in operating activities | (66,451) | (252,570) |
| Investing activities | ||
| Purchase of property and equipment | 204 | 88 |
| Receipt/(Payment) of amount due to shareholder | - | (498) |
| Cash used in investing activities | 204 | (410) |
| Financing activities | ||
| Proceeds from Equity financing | - | 333,000 |
| Proceeds from CEBA loan | 80,000 | - |
| Cash provided by financing activities | 80,000 | 333,000 |
| Exchange differences on translating operations | 1,182 | 527 |
| Increase (decrease) in cash and cash equivalents | 14,934 | 80,548 |
| Cash and cash equivalents, beginning of period | 3,576 | 3,169 |
| Cash and cash equivalents, end of period | 18,510 | 83,717 |
(See accompanying notes)
| betterU Education Corp. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficiency) | ||||||||||
| Three Month period ended June 30, 2020 and 2019 | ||||||||||
| (In Canadian dollars and shares) | ||||||||||
| Accumulated | Total | |||||||||
| Number | Equity | other | attributable | |||||||
| Note | of commonshares | Sharecapital | Contributedsurplus | component ondebt instruments | comprehensiveincome (loss) | Deficit | to owners ofparent | Non-controllinginterest | Equity(deficiency) | |
| Balance at April 1, 2019 | 62,421,751 | $14,634,165 | 676,706 | $3,088 | ($278,021) | ($19,848,484) | ($4,812,546) | $836,161 | ($3,976,385) | |
| Equity financing - May 6, 2019 | 3,060,000 | 153,000 | $153,000 | 153,000 | ||||||
| Equity financing - May 7, 2019 | 2,700,000 | 135,000 | $135,000 | 135,000 | ||||||
| Equity financing - May 10, 2019 | 900,000 | 45,000 | $45,000 | 45,000 | ||||||
| Share based compensation | 79,035 | $79,035 | 79,035 | |||||||
| 527 | (742,922) | ($742,922)$527 | (8,415) | (751,337)527 | ||||||
| Net loss | 69,081,751 | 14,967,165 | $755,741 | $3,088 | ($277,494) | ($20,591,406) | ($5,142,906) | $827,746 | ($4,315,160) | |
| Exchange differences on translating operationsBalance at June 30, 2019 | ||||||||||
| ($270,026) | ($22,557,900) | ($6,578,896) | $813,865 | ($5,765,031) | ||||||
| - | $405 | - | ||||||||
| Balance at April 1, 2020Stock-based compensation | 78,271,751 | $15,459,945- | 785,997405 | $3,088- | - | 405 | ||||
| Net loss | - | - | - | - | (295,701) | ($295,701) | (2,626) | |||
| Exchange differences on translating operations | - | - | - | 1,181 | - | $1,181 | - | |||
| Balance at June 30, 2020 | 78,271,751 | 15,459,945 | $786,402 | $3,088 | ($268,845) | ($22,853,601) | ($6,873,011) | $811,239 | (298,327)1,181($6,061,772) | |
| (See accompanying notes) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
These unaudited condensed consolidated financial statements should be read in conjunction with the betterU Education Corp March 31, 2030 audited financial statements approved by the Company's Board of Directors on December 9, 2020. All amounts reported are in Canadian dollars, except where noted.
1. DESCRIPTION OF BUSINESS
betterU Education Corp. ("betterU" or "the Company"), formerly Open Gold Corp. ("Open Gold"), is the parent Company of Skillsdox Inc. ("Skillsdox"). The Company provides a technology gateway and marketplace for online education in emerging markets. BetterU aggregates online learning from quality content vendors, including universities, colleges and corporations from around the world and makes that content available to students in emerging markets through its marketplace. Details of the Company's subsidiaries at the end of the reporting period are as follows: BetterU Education Corp. British Columbia, Canada Parent Canadian SkillsDox Inc. ("SKC") Canada 100% Canadian 9194495 Canada Inc. Canada 100% Canadian
| Functional | |||
|---|---|---|---|
| Name of Entity | Place of Incorporation | Percentage of Ownership | Currency |
| SkillsDox India Private Limited ("SKI") ** | India | 49.5% by parent (see note 2 and 12**) | Indian Rupees |
** SKC has control over SKI despite having 49.5% of the voting rights, and accordingly SKI's results are consolidated in the Company's results.
BetterU (formerly "Open Gold") was formed by way of an amalgamation pursuant to the Business Corporations Act of British Columbia. The Company's shares trade on the TSX Venture Exchange (the "Exchange") under the trading symbol "BTRU".
2. BASIS OF PREPARATION
Statement of compliance
These Condensed Consolidated Financial Statements were prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB"), under International Accounting Standard ("IAS") 34 – Interim Financial Reporting, and were prepared using the same basis of presentation, accounting policies and methods of computation as outlined in Note 3 Significant Accounting Policies, in the Company's audited consolidated financial statements for the year ended March 31, 2020. These condensed consolidated financial statements do not include all the notes required in annual financial statements.
These financial statements were approved by the Board of Directors and authorized for issuance by the Board of Directors on January 28, 2021.
Going Concern
These consolidated financial statements have been prepared on a going concern basis in accordance with International Financial Reporting Standards ("IFRS"). This assumes the Company will be able to continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.
At June 30, 2020, the Company had cash of $18,510 and a working capital deficiency of $5,989,429 and had used cash of $66,451 in its operating activities for the three month ended June 30, 2020. The Company incurred a comprehensive loss of $297,145 for the three months ended June 30, 2020 and as of that date had an accumulated deficit of $22,853,601. The Company has liabilities of $6,038,686 that are due in the next 12 months. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
2. BASIS OF PREPARATION – cont'd.
The Company's ability to continue as a going concern is dependent upon the ability to generate positive cash flow and the ability to execute its business plan, including funding operating losses, as well as securing future sources of financing.
If the funding were not to occur, then the Company will have to rely on the short-term funding to bridge operational funding gaps.
If the going concern assumption was not appropriate for these financial statements, significant adjustments to the carrying values of assets and liabilities, reported expenses and statement of financial position classifications would result. These adjustments would be material.
Basis of measurement
These statements have been prepared on a historical cost basis except for stock-based compensation, cash and cash equivalents and derivative financial liabilities, which are measured at fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for goods and services. The expenses within the consolidated statements of comprehensive loss are presented by nature.
3. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies used in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented.
Revenue recognition
Revenue is recognized at the fair value of consideration received or receivable and is reduced for estimated customer returns and allowances. Revenue from the sale of goods is recognized when all the following conditions have been satisfied:
- the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the economic benefits associated with the transaction will flow to the entity; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably
Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract as the services are rendered. Revenue earned but not yet billed is recorded as unbilled receivables. Deposits received in advance of revenue earned are recorded as deferred revenue.
Foreign currency
These consolidated financial statements are presented in Canadian Dollars, which is the Company's functional and presentation currency. The functional currency for the Indian subsidiary is Indian Rupees, being the currency of the primary economic environment in which that subsidiary operates.
Items included in the financial statements of each entity are measured using their respective functional currencies and foreign currency transactions are initially recorded in the functional currency of each entity by applying the exchange rate ruling at the date of the transaction. At the end of each reporting period monetary items are re-translated using the closing rate. All exchange gains and losses are included in other comprehensive loss in the consolidated financial statements. Non-monetary items measured in terms of historical cost are translated at the exchange rate at the date of the transaction and non-monetary items measured in terms of fair value are translated at the exchange rate at the date when the fair value was determined.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
3. SIGNIFICANT ACCOUNTING POLICIES – Cont'd.
At the end of each reporting period the results and financial position of the subsidiary are translated into the Company's presentation currency. Assets and liabilities are translated at the closing rate. Revenues and expenses are translated using the average rate for the reporting period, as an approximation to the exchange rate at the date of each transaction. All exchange gains and losses on translation are included in other comprehensive loss and accumulated in the exchange differences on translating operations.
Property and equipment
Property and equipment is measured at cost less accumulated amortization and impairment losses. Amortization is provided using the following terms and method:
| Computer equipment | Declining balance | - 55% |
|---|---|---|
| Furniture and fixtures | Declining balance | - 20% |
| Computer software | Declining balance | - 100% |
An asset's residual value, useful life and amortization method are reviewed each financial year and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.
Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in profit or loss.
Impairment of long-lived assets
Long-lived assets are reviewed for impairment at each statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or "CGU"). The recoverable amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously.
Income taxes
The Company uses the asset-liability method to account for income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for accounting purposes, and their respective tax bases. Deferred income tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in statutory tax rates is recognized in profit or loss in the year of change. Deferred income tax assets are recorded when their recoverability is considered probable and are reviewed at the end of each reporting period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
3. SIGNIFICANT ACCOUNTING POLICIES – Cont'd.
Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The rightof-use asset is initially measured at cost and is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.
Share-based compensation
The Company has an employee stock option plan. The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense over the vesting period based on the Company's estimate of equity instruments that will eventually vest. Expected forfeitures are estimated at the date of grant and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate. The impact of the revision of the original estimate is recognized in profit or loss such that the cumulative expense reflects the revised estimate. For stock options granted to non-employees the compensation expense is measured at the fair value of the goods and services received except where the fair value cannot be estimated in which case it is measured at the fair value of the equity instruments granted. The fair value of share-based compensation to non-employees is periodically re-measured until counterparty performance is complete, and any change therein is recognized over the period and in the same manner as if the Company had paid cash instead of paying with or using equity instruments. Consideration paid by employees or non-employees on the exercise of stock options is recorded as share capital and the related share-based compensation is transferred from contributed surplus to share capital.
Loss per share
The Company presents basic and diluted earnings per share data for its common shares. Basic earnings per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares, which comprise convertible debentures, warrants, and stock options.
Financial instruments
Financial assets
The Company initially recognizes financial assets at fair value on the date that they originate. All financial assets are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
3. SIGNIFICANT ACCOUNTING POLICIES – Cont'd.
Subsequently, the Company measures all its financial assets at amortized cost. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Financial liabilities
The Company initially recognizes financial liabilities at fair value on the date that they originate. All financial liabilities are recognized initially on the date at which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.
Subsequently, the Company measures all its financial liabilities, except for embedded derivatives, at amortized cost. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Classification of financial instruments
The Company classifies its financial assets and liabilities depending on the purpose for which the financial instruments were acquired, their characteristics, and management intent as outlined below:
| Classification | |
|---|---|
| Cash and cash equivalents | Amortized cost |
| Accounts and other receivables | Amortized cost |
| Due from shareholders | Amortized cost |
| Accounts payable and accrued liabilities | Amortized cost |
| Promissory notes | Amortized cost |
| Bank loan | Amortized cost |
| Convertible debentures | Fair value through profit or loss |
Transaction costs
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
Segment reporting
Management has determined the operating segments based on the information regularly reviewed for the purposes of decision making, allocating resources and assessing performance by the Company's chief operating decision makers, which are the Chief Executive Officer and the Chief Financial Officer.
The Company evaluates the financial performance of its operating segments primarily based on net income before interest, income taxes, and depreciation and amortization.
Changes in accounting policies
The Company has adopted the following new and revised standards, along with any consequential amendments, effective April 1, 2019. These changes were made in accordance with the applicable transitional provisions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
3. SIGNIFICANT ACCOUNTING POLICIES – Cont'd.
IFRS 16 Leases ("IFRS 16")
Effective April 1, 2019, the Company has adopted IFRS 16, Leases. IFRS 16 was issued in January 2016 replacing the previous leasing standard, International Accounting Standard ("IAS") 17, Leases, and related interpretations. The new standard requires lessees to recognize right-of-use assets and lease liabilities for most leases and recognize the associated expenses to amortization and interest expense, respectively.
The Company has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17. The Company used the following exemptions.
- The election is being taken to not reassess whether a contract is or contains a lease at the date of initial application, and instead to only apply IFRS 16 to contract that were in the scope of IAS 17;
- The election is being taken to rely on the IAS 37 assessment of whether leases are onerous instead of performing an impairment review;
- The election is being taken to exclude leases for which the term ends within 12 months from September 1, 2019. The Company recognizes the lease payments associated with these leases as an operating expense on a straight-line basis over the lease term.
4. PREPAID EXPENSES
Prepaid expenses are comprised of the following:
| exemptions. | |||||
|---|---|---|---|---|---|
| The election is being taken to not reassess whether a contract is or contains a lease at the date of initialapplication, and instead to only apply IFRS 16 to contract that were in the scope of IAS 17; | |||||
| The election is being taken to rely on the IAS 37 assessment of whether leases are onerous instead ofperforming an impairment review; | |||||
| The election is being taken to exclude leases for which the term ends within 12 months from September1, 2019. The Company recognizes the lease payments associated with these leases as an operatingexpense on a straight-line basis over the lease term. | |||||
| There is no lease in place at the three months ended June 30, 2020. | |||||
| Prepaid expenses are comprised of the following: | |||||
| 30-Jun-20 | 31-Mar-20 | ||||
| Prepaid Consulting Service | 7,500 | - | |||
| 2,423 | 2,528 | ||||
| Prepaid Rent | |||||
| ACCOUNTS PAYABLE AND ACCRUED LIABILITIESAccounts payable and accrued liabilities are comprised of the following: | 9,923 | 2,528 | |||
| 30-Jun-20 | 31-Mar-20 | ||||
| Trade Payables | $2,039,563 | $1,884,547 | |||
| Accrued LiabilitiesGovernment remittances payable | $402,152$462,258 | $402,152$462,258 |
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| 30-Jun-20 | 31-Mar-20 | |
|---|---|---|
| Government remittances payable | $462,258 | $462,258 |
| $ 2,903,973 | $ 2,748,957 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
6. PROMISSORY NOTES PAYABLE
The following is a summary of the promissory notes outstanding:
| PROMISSORY NOTES PAYABLEThe following is a summary of the promissory notes outstanding: | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSTHREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 30-Jun-20 | |||||||||
| Promissory Notes - Secured | Start Date | Maturity date | Annual Interest | Paid-in Principal | Accrued Interest | Total O/S | |||
| Lender A | 04-Oct-17 | 20-Oct-20 | 15.0% | $ | 500,000 | $ | 234,837 | $ | 734,837 |
| Lender B | 17-Aug-18 | 31-Oct-18 | 15.0% | $ | 386,150 | $ | 123,539 | $ | 509,689 |
| Lender B | 15-Oct-1821-Aug-18 | 31-Oct-1831-Oct-18 | 15.0%33.6% | $$ | 101,050250,000 | $ | 29,325 | $ | 130,375 |
| Lender C | $ | 1,237,200 | $$ | 85,133472,834 | $$ | 335,1331,710,034 | |||
| Promissory Notes - UnsecuredLender D | Start Date25-Sep-14 | Maturity date25-Sep-15 | Annual Interest8% | $ | Paid-in Principal250,000 | $ | Accrued Interest115,000 | $ | 365,000 |
| Lender E | 25-Aug-16 | 24-Feb-17 | 10% | $ | 100,000 | $ | 38,492 | $ | 138,492 |
| Lender F | 31-Jan-17 | 01-Apr-17 | 10% | $ | 25,000 | $ | 8,534 | $ | 33,534 |
| Lender F | 09-Feb-17 | 10-Apr-17 | 10% | $ | 75,000 | $ | 25,416 | $ | 100,416 |
| Lender G | 04-Jul-18 | 03-Aug-18 | 12% | $ | 100,000 | $ | 23,901 | $ | 123,901 |
| Lender H | 25-Jul-18 | 28-Dec-18 | 0% | $ | 25,000 | $ | - | $ | 25,000 |
| Lender H | 14-Dec-18 | None | 0% | $ | 90,000 | $ | - | $ | 90,000 |
| Lender I | 25-Jul-18 | None | 12% | $ | 25,000 | $ | 5,803 | $ | 30,803 |
| Lender I | 28-Nov-18 | None | 12% | $ | 2,500 | $ | 477 | $ | 2,977 |
| Lender I | 21-Nov-18 | None | 12% | $ | 10,000 | $ | 1,930 | $ | 11,930 |
| Lender J | 28-Jun-18 | None | 0% | $ | 25,000 | $ | - | $ | 25,000 |
| Lender J | 10-Oct-18 | None | 0% | $ | 50,000 | $ | - | $ | 50,000 |
| Lender J | 01-Nov-1830-Nov-18 | NoneNone | 0%12% | $$ | 25,00050,000 | $$ | -9,501 | $$ | 25,00059,501 |
| Lender JLender J | 14-Dec-18 | None | 0% | $ | 90,000 | $ | - | $ | 90,000 |
| Lender J | 21-Dec-18 | None | 0% | $ | 25,000 | $ | - | $ | 25,000 |
| Lender K | 09-Nov-18 | None | 10% | $ | 34,723 | $ | 5,698 | $ | 40,421 |
| Lender K | 10-May-19 | None | 10% | $ | 50,000 | $ | 5,712 | $ | 55,712 |
| 29-Oct-19 | None | 10% | $ | 3,942 | $ | 265 | $ | 4,206 | |
| Lender K | 21-Nov-19 | None | 8% | $ | 25,000 | $ | 1,216 | $ | 26,216 |
| Lender K | None | 8% | $ | 25,000 | $ | 838 | $ | 25,838 | |
| Lender K | 29-Jan-20 | $ | - | $ | 7,500 | ||||
| Lender L | 28-Jan-20 | None | 0% | 7,500 | $ | ||||
| Lender M | 01-Jan-20 | None | 0% | $ | 4,508 | $ | - | $ | 4,321 |
Promissory Notes – Secured
Lender A
On October 4, 2017 the Company obtained a 3-year term loan from Runway Finance Group Inc. in the amount of $300,000 for working capital purposes. Interest applies at the rate of 15% per annum with an additional facility organization fee of $9,000. On November 23, 2017 the Company entered into an amendment of the original term loan agreement and received an additional amount of $200,000 making the total loan $500,000. Interest applies at the rate of 15% per annum with an additional facility organization fee of $6,000. As additional consideration for such advance, the Company issued 625,000 common share purchase warrants to the lender exercisable for a period of two years from the loan dates at a price of $0.80. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $734,837 (March 31, 2020 - $708,027) is reflected as a current liability.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
6. PROMISSORY NOTES PAYABLE – Cont'd
Lender A - Continued
On May 24, 2018 the Company obtained another short-term loan from Runway Finance Group Inc., for additional amount of $350,000 with a maturity date of July 24, 2018. Interest applies at the rate of 15% per annum with an additional facility organization fee of $17,500. As additional consideration for such advance, the Company issued 437,500 common share purchase warrants to the lender exercisable for a period of two years from the loan dates at a price of $0.80.
On August 10, 2018 the credit agreement between betterU and Runway Finance Group Inc. for the outstanding loan of $850,000 principal plus interest was assigned to Ranger Direct Lending Fund, plc in place of Runway Finance Group Inc, subject to all other terms and conditions of the original agreement.
Lender B
On August 17, 2018 M&N Lee Holdings Ltd. acquired from Ranger Direct Lending Fund, plc, paying Ranger the outstanding principal balance of $350,000 plus accrued interest of $13,000. On September 12, 2018 the Company entered into a new credit agreement with M&N Lee Holdings Ltd, recognizing the $363,000 paid by M&N to Ranger as paid-in principal to the Company with an effective date of August 17, 2018 and an amended maturity date of October 31, 2018. Interest applies at the rate of 15% per annum with an additional facility organization fee of $10,000 and closing costs of $13,150. As additional consideration for such advance, the Company issued 453,500 common share purchase warrants to the lender exercisable for a period of one year from the loan dates at a price of $0.80.
On October 15, 2018 Company obtained an additional loan from M&N Lee Holdings Ltd. In the amount of $100,000. Interest applies at the rate of 15% per annum with an additional facility organization fee of $1,000 and closing costs of $50. This loan was made as an extension of the original agreement supported by all the same terms and conditions.
As at June 30, 2020 the loans remain past due, with an outstanding balance plus accrued interest totaling $640,064 (March 31, 2020 - $616,712), and are reflected as a current liability.
Lender C
On August 21, 2018 the Company obtained a short-term loan from Venbridge Ltd. in the amount of $250,000 for working capital purposes with a maturity date of October 31, 2018. Interest applies at the rate of 2.30% per month, compounded monthly. Company agreed to pay Venbridge a commitment fee of $2,000, a placement fee of $8,750, and legal fees of $2,901 by way of deduction from the principal amount of the loan.
On May 10, 2019 another lender (Lender K) paid Venbridge $50,000 in interest. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $335,133 (March 31, 2020 - $313,033), and is reflected as a current liability.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
- PROMISSORY NOTES PAYABLE – Cont'd
Promissory Notes – Unsecured
Lender D
On September 25, 2014 SkillsDox obtained a loan for working capital purposes, for a total amount of $250,000, with a maturity date of September 25, 2015. Interest is to be paid on the loan monthly commencing no later than November 1, 2014 and is to be calculated at a rate of 8% per annum. On September 25, 2015, both parties agreed to extend the maturity on the loan to some point in the future, which is yet to be determined, at which point the full principal and remaining interest is to be paid on maturity. As at June 30, 2020 the loan remains unpaid and the outstanding balance plus accrued interest amounts to $365,000 (March 31, 2020 - $360,000), and is reflected as a current liability.
Lender E
On August 25, 2016 SkillsDox obtained a short-term loan in the amount of $100,000 for working capital purposes, with a maturity date of the earlier of February 25, 2017 and the date of the RTO transaction between betterU and SkillsDox on March 3, 2017. Interest applies at a rate of 10% per annum to be paid on maturity of the loan. On February 26, 2017 the loan was extended until the earlier of six months from February 26, 2017 and the completion of the next financing by the Company with all payments postponed until that time, subject to all other terms and conditions of the original agreement. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $138,492 (March 31, 2020 - $135,999), and is reflected as a current liability.
Lender F
On January 31, 2017 SkillsDox obtained a short-term loan from a related party (see note 15) in the amount of $25,000 for working capital purposes, with a maturity date of the earlier of April 1, 2017 and the date of the RTO transaction between betterU and SkillsDox on March 3, 2017. Interest applies at a rate of 10% per annum to be paid on maturity of the loan. On April 1, 2017 the loan was extended until the earlier of five months from April 1, 2017 and the completion of the next financing by the Company with all payments postponed until that time, subject to all other terms and conditions of the original agreement. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $33,534 (March 31, 2020 – $32,910), and is reflected as a current liability.
On February 9, 2017 SkillsDox obtained a short-term loan from a related party (see note 15) in the amount of $75,000 for working capital purposes, with a maturity date of the earlier of April 10, 2017 and the date of the RTO transaction between betterU and SkillsDox on March 3, 2017. Interest applies at a rate of 10% per annum to be paid on maturity of the loan. On April 10, 2017 the loan was extended until the earlier of five months from April 10, 2017 and the completion of the next financing by the Company with all payments postponed until that time, subject to all other terms and conditions of the original agreement. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $100,416 (March 31, 2020 - $98,547), and is reflected as a current liability.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
6. PROMISSORY NOTES PAYABLE – Cont'd
Lender G
On July 4, 2018 the Company obtained a short-term loan in the amount of $100,000 for working capital purposes at an interest rate of 12% per annum, with a maturity of 30 days from the date of loan or closing of proposed private placement. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $123,901 (March 31, 2019 - $120,910), and is reflected as a current liability.
Lender H
On July 25, 2018 the Company obtained an interest free short-term loan of $25,000 for working capital purposes with a maturity date of December 28, 2018. As at June 30, 2020 the loan remains past due and the outstanding balance of $25,000 (March 31, 2020 - $25,000), and is reflected as a current liability.
On December 14, 2018, the Company obtained an interest free short-term loan of $90,000 for working capital purposes with a maturity date of December 28, 2018. As at June 30, 2020 the loan remains past due and the outstanding balance of $90,000 (March 31, 2020 - $90,000), and is reflected as a current liability.
Lender I
On July 25, 2018 the Company obtained a short-term loan in the amount of $25,000 for working capital purposes at an interest rate of 12% per annum. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $30,803 (March 31, 2020 - $30,055), and is reflected as a current liability.
On November 21, 2018 the Company obtained a short-term loan in the amount of $10,000 for working capital purposes at an interest rate of 12% per annum, with a maturity of 120 days from the date of loan or closing of proposed private placement. As at June 30, 2020 the loan remains past due and the outstanding balance plus accrued interest amounts to $11,930 (March 31, 2020 - $11,630), and is reflected as a current liability.
On November 28, 2019, the Company obtained a short-term loan in the amount of $2,500 for working capital purposes at an interest rate of 12% per annum. As at June 30, 2020, the loan remains past due and the outstanding balance plus accrued interest amounts to $2,977 (March 31, 2019 - $2,602) and is reflected as a current liability.
Lender J
During the period of June 28, 2018 to December 21, 2018 the Company obtained short term loans totalling to $265,000 for working capital purposes. As at June 30, 2020 the loans remain unpaid and the outstanding balance plus accrued interest amounts to $274,501 (March 31, 2020 - $273,005), and is reflected as a current liability.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
6. PROMISSORY NOTES PAYABLE – Cont'd
Lender K
During the period of November 9, 2019 to January 29, 2020 the Company obtained short-term loans totalling to $138,664 from a related party (see note 15) for working capital purposes at an interest rate of 10% per annum. As at June 30, 2020 the loans remain unpaid and the outstanding balance plus accrued interest amounts to $152,394 (March 31, 2020 - $149,185), and are reflected as a current liability. Included in the above loans is $50,000 advanced on May 10, 2019, which the Company obtained to partially repay accrued interest to Venbridge Ltd. (see Loan C above).
Lender L
On January 28, 2020 the Company obtained an interest-free short-term loan of $7,500 from a related party (see note 15) for working capital purposes. As at June 30, 2020 the loan remains unpaid and the outstanding balance amounts to $7,500 (March 31, 2020 - $7,500), and is reflected as a current liability.
Lender M
On January 1, 2020 the Company obtained an interest-free short-term loan of $4,508 from a related party (see note 15) for working capital purposes. As at June 30, 2020 the loan remains unpaid and the outstanding balance amounts to $4,508 (March 31, 2020 - $4,508), and is reflected as a current liability
7. BANK LOAN
On June 27, 2013 the Company obtained a loan of $150,000 from the Business Development Bank of Canada ("BDC") for working capital purposes, with a maturity date of April 27, 2019. The loan was to be paid off over a period of 60 months commencing in May 2014. Monthly payments are blended installments of principal of $2,502 plus interest. Interest is calculated based on BDC's floating base rate, which was 5% at March 31, 2019 plus 3%. The loan is guaranteed by the founders of the Company. In June 2015, BDC approved the postponement of nine months of principal repayments which resulted in the maturity date being extended to January 27, 2020. The current amount outstanding for the bank loan as on June 30, 2020 was $40,032 (March 31, 2020 - $40,032).
BDC has filed a claim against the Company to recover the outstanding balance.
8. CONVERTIBLE DEBENTURES
On 30 June 2015, Skillsdox India Private Limited ("SKI") signed two agreements with BCCL. One is the Debenture Agreement ("DBA"), and the other is the Advertising Agreement ("AA"). The AA sets up Media Credits which can be used by SKI on a 90% discount basis, meaning that SKI can place 150 Crore, or approximately $30 million CAD, in media spend with the Times' affiliates at their market rates, but would only be charged 15 Crore, or approximately $3 million CAD, for that benefit. To date the Company has used 3.3% of the Media Credits. The usage of the Media Credits is subject to certain Conditions Precedent within the agreement which was not fully met as at March 31, 2019. As at March 31, 2019, Management does not intend to use the unused media credits within the required time frame and therefore has impaired this asset. Therefore, the remainder of $2,813,035 has been written down to its recoverable amount of $nil and an impairment loss equal to the write-down has been recorded in the statement of profit and loss.
The DBA has a term that runs from the Closing Date (31 July 2015) to the Longstop Date (5.5 years later). The DBA values the agreement at Rupees ("Rs") 150,000,000, of which Rs 10,000 was immediately converted to shares, giving BCCL 50% share ownership in SKI. The remainder of the debenture (Rs 149,990,000) bears no interest.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
8. CONVERTIBLE DEBENTURES – cont'd.
The BCCL debenture has been recorded on the agreement effective date of July 31, 2015. The debenture and the holder conversion have been recorded and valued together as equity, and the holder redemption is a derivative liability and has been recorded using the Black-Scholes model, and subsequently is revalued each period-end going forward, on a Fair Value through Profit or Loss basis. The liability was calculated using the Black-Scholes model using the following inputs:
| Volatility: | 14.85% |
|---|---|
| Interest: | 1.94% |
| Expected life: | 0.83 years |
The proceeds received from the DBA were remitted to BCCL as the deposit on the AA. As a result, initial recognition of the debenture has been recorded as a deposit for 3,136,291 $CAD (the equivalent of Rs 150,000,000), 3,093,493 $CAD (the equivalent of Rs 147,950,000) has been recorded to equity and the balance of 42,798 $CAD to liabilities. The total to date revaluation of the holder redemption at June 30, 2020 amounted to (18,920) $CAD resulting in a total liability balance of 23,878 $CAD at June 30, 2020 (March 31, 2020 - $24,911). BCCL can convert all or part of the DBA to common shares in SKI at the Longstop date, or earlier in the case of an IPO or if a "Financial Investor" (as defined within the DBA) buys shares in SKI below a specified price. SKI will be required to redeem the DBA in three cases: An IPO, where BCCL decides not to convert 100% of its holdings; where SKI fails to meet certain performance conditions, BCCL can force a redemption in the amount of its choice, and where a Financial Investor buys in, BCCL can again force a redemption in the amount of its choice. Any Conversion or Redemption would take place at the "Minimum Price" per share, as defined, which is fixed for the term of the DBA. SKI has not met certain performance conditions at June 30, 2020.
9. LONG TERM LIABILITY
On May 5th,2020, the Company received a $40,000 loan from the Canada Emergency Business Account ("CEBA Loan") under Skillsdox Inc and on June 16th, 2020 the Company received an additional $40,000 loan from the Canada Emergency Business Account ("CEBA Loan") under betterU Education Corp. The CEBA Loan bears 0% interest until December 31, 2022. If the balance is not paid by December 31, 2022, the remaining balance will be converted to a 3-year term loan at 5% annual interest paid monthly, effective January 1, 2023. The full balance must be repaid by no later than December 31, 2025. No principal payments required until December 31, 2022. Principal repayments can be voluntarily made at any time without fees or penalties. $10,000 loan forgiveness is available, provided the outstanding balance is $40,000 at December 31, 2020, and $30,000 is paid back between January 1, 2021 and December 31, 2022. The loan was recognized at the fair value based on an estimated market interest rate of 21.8% and expected repayment of $30,000 on December 31, 2022. The Company made no interest payments during the three months ended June 30, 2020. The difference between the loan amount of $80,000 and the fair value of the loan of $45,691 has been recognized as a deferred government grant to be recognized over the term of the loan. As at June 30, 2020, grant revenue in the amount of $ 1,223 (June 30, 2019 – nil) has been recorded in other income which represents the benefit of receiving an interest free-grant.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
10. SHARE CAPITAL
The Company has an unlimited number of voting common shares authorized and as at June 30, 2020, there were 78,271,751 (March 31, 2020 – 78,271,751) common shares issued and outstanding.
Share issuances during the year ended March 31, 2020
On July 3, 2019 the Company closed a non-brokered private placement for gross proceeds of $500,000 through the issuance of 10,000,000 units at a price of $0.05 per unit. Each unit consisted of one common share and a ½ warrant. Each full warrant is exercisable for two years at a price of $0.15 per share.
On August 2, 2019 the Company closed a second non-brokered private placement for gross proceeds of $409,500, through the issuance of 5,850,000 units at a price of $0.07 per unit. Each unit consists of one common share and one warrant. Each warrant is exercisable for two years at a price of $0.15 per share.
Stock option plan
The Company adopted an incentive stock option plan, which provides that the board of directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the outstanding common shares.
Such options will be exercisable typically for a period of up to 5 years from the date of grant, not to exceed 10 years. In connection with the foregoing, the number of common shares reserved for issuance to any individual director or officer will not exceed 10% of the issued and outstanding common shares and the number of common shares reserved for issuance to any one consultant in any twelve month period can not exceed 2% of the issued and outstanding common shares.
On April 29, 2019, the Company granted 500,000 options to a consultant with an exercise price of $0.10, and which would expire on April 29, 2020. Options were to vest entirely after 3 months, but were cancelled before vesting occurred.
Stock-based compensation is recorded as an increase to contributed surplus and is transferred to share capital when the underlying options are exercised. The stock-based compensation expense recorded for the three months ended June 30, 2020 was $405 (June 30, 2019 - $79,035).
A summary of the Company's stock options and changes during the periods is presented below:
| Three months endedJune 30, 2020 | Three months endedJune 30, 2019 | |||
|---|---|---|---|---|
| Number ofoptions | Weightedaverage exerciseprice (Cdn $) | Number ofoptions | Weightedaverageexercise price(Cdn $) | |
| Outstanding, beginning of period | 4,292,429 | 0.270 | 5,323,429 | 0.325 |
| Granted during the period | - | - | 500,000 | 0.100 |
| Exercised during the period | - | - | - | - |
| Expired/Forfeited | - | - | (466,666) | 0.552 |
| Outstanding, end of period | 4,292,429 | 0.270 | 5,356,763 | 0.290 |
| Exercisable, end of period | 4,124,625 | 0.270 | 2,928,622 | 0.300 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
10. SHARE CAPITAL – cont'd.
The fair value of the options granted is determined using the Black-Scholes options pricing model and the following assumptions were used:
| Three monthsended | Three months ended | ||
|---|---|---|---|
| June 30, 2020 | June 30, 2019 | ||
| Risk-free interest rate | - | 1.38% to 1.70% | |
| Expected life of options (in years) | - | 1 to 4 | |
| Expected annualized volatility | - | 75% | |
| Expected dividend yield | Nil | Nil | |
| Weighted average Black-Scholes | - | 0.01 to 0.52 | |
| value of each option (CDN$) |
Warrants
Each warrant entitles the holder to purchase one common share of the Company. A summary of the warrants outstanding and the changes during the period is presented below:
| Three months endedJune 30, 2020 | ||
|---|---|---|
| Number ofwarrants | Weightedaverageexerciseprice (Cdn$) | |
| Outstanding and exercisable, beginning of period | 11,400,901 | 0.18 |
| (less) Expired | (550,900) | 0.67 |
| Outstanding, end of period | 10,850,001 | 0.15 |
| Exercisable, end of period | 10,850,001 | 0.15 |
11. EARNINGS PER SHARE
Net income (loss) per common share represents net income (loss) attributable to common shareholders divided by the weighted average number of voting and non-voting common shares ("common shares") outstanding during the period.
Diluted income (loss) per common share is calculated by dividing the applicable net income (loss) by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period.
For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of options and warrants. The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but that were not included in the computation of diluted net loss per share because to do so would have reduced the loss per share (anti-dilutive) for the periods presented are as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
11. EARNINGS PER SHARE – cont'd.
| June 30,2020 | March 31,2020 | |
|---|---|---|
| Stock Options | 78,271,751 | 78,271,751 |
| Stock options outstanding | 4,292,429 | 4,292,429 |
| Warrants outstanding | 10,850,001 | 11,400,901 |
12. RELATED PARTIES
The following transactions have occurred in the normal course of operations:
- a) In July 2014, the Company entered into a consulting services agreement with Anthony Keenan, a director of the Company. The agreement is for services rendered as a professional services consultant and board member to the Company at a rate of $7,000 per month. $414,174 remains in accounts payable and accrued liabilities on the consolidated statement of financial position as at June 30, 2020 (at March 31, 2020 - $393,174). The amounts are non-interest bearing and due on demand.
- b) On March 31, 2020, the Company and the CEO settled a previous loan of $200,000 to the Loiselle Family Trust, which was advanced on March 6, 2017, and was interest bearing at the rate of 1% per annum. This loan was settled against an interest-free loan from the CEO of $129,000 that was outstanding, as well as contractor fees payable. At the time of the settlement, the net amount of the loans plus accrued interest was $78,520, which were deducted against the CEO's unpaid compensation for the three months ended June 30, 2020. The net balance of the loans as at March 31, 2020 was $78,021.
- c) Included in accounts payable and accrued liabilities is $207,150 due to the CEO for salaries and contractor fees payable as at June 30, 2020 (March 31, 2020 - $207,150).
13. FINANCIAL INSTRUMENTS
IFRS 7 - Financial Instruments: Disclosures ("IFRS 7") requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. IFRS 7 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. There are three levels of the fair value hierarchy as follows:
Level 1: Values based upon unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Values based upon quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Values based upon prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
The fair value of assets and liabilities measured on a recurring basis include cash and cash equivalents and derivative financial liabilities determined based on level 2 and level 3 inputs.
Carrying values and fair values
The Company's financial instruments include cash, accounts and other receivables, due from shareholders, accounts payable and accrued liabilities, promissory notes, bank loan, and convertible debentures. The fair value of these instruments approximate their carrying values due to the short-term nature of these instruments.
betterU Education Corp. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
13. FINANCIAL INSTRUMENTS – cont'd.
Credit risk
Credit risk is the risk of loss associated with a counter party's inability to fulfil its payment obligations. The Company's maximum exposure to credit risk is $39,334 (March 31, 2020 - $17,458) representing the sum of the Company's cash, accounts and other receivable balances and due from shareholders. The Company performs ongoing credit evaluations of its content providers and reviews the collectability of its trade receivables in order to mitigate any possible credit losses. In addition, the majority of sales transactions are paid through online debit transactions which mitigates the majority of credit risk from trade receivables. Bad debts expense for the three months ended June 30, 2020 and 2019 was $Nil. There have been no changes to the Company's credit risk management policies since March 31, 2020.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect the fair value or future cash flows from financial instruments. The Company is exposed to interest rate risk on its BDC bank loan which is based on a floating base rate plus a premium of 3% (see note 11). Based on the interest rate on the BDC loan as at June 30, 2018, a 1% increase/decrease in interest rates would result in a decrease/increase in net loss attributable to common shareholders of less than $1,000. There have been no changes to the Company's interest rate risk management policies since March 31, 2020.
Foreign currency risk
Commencing in fiscal 2015 the Company began to operate internationally with a subsidiary in India and is therefore subject to foreign currency risk. The Company reports its financial results in Canadian dollars. Most of the Company's revenues are transacted in Indian rupees, and the Company incurs expenses in both Canadian dollars and Indian rupees. To date, the Company has not used foreign currency forward contracts or other hedging strategies to manage its foreign currency exposure. During the three month ended June 30, 2020, the Company recorded foreign exchange gain of $77 (June 30, 2019 – foreign exchange loss of $6).
A 10% strengthening of the Indian Rupee against the Canadian Dollar would have increased net losses from operations and increased the other comprehensive loss ("OCI") by the amounts shown below. A weakening of the Canadian dollar would have the opposite effect as reflected below for the three months ended June 30, 2020 and 2019.
| June 30, 2020 | June 30, 2019 | |||
|---|---|---|---|---|
| Net loss | OCI | Net loss | OCI | |
| ($525) | (26,885) | ($1,683) | ($27,749) |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company currently settles all of its financial obligations out of cash and cash equivalents. The ability to do so relies on the Company collecting its accounts receivable in a timely manner and by maintaining sufficient cash and cash equivalents in excess of anticipated needs. Cash and amounts receivable to meet financial obligations as at June 30, 2020 is $39,334 (March 31, 2020 – $17,458). The Company's ability to settle its financial obligations are also dependent on the Company's ability to secure additional financing (see note 2 going concern). There have been no changes to the Company's liquidity risk management policies since March 31, 2020.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
13. FINANCIAL INSTRUMENTS – cont'd.
| Maturity Analysis | ||||
|---|---|---|---|---|
| Carrying | Less than 1 | Greater than | ||
| Value | year | 1 year | Total | |
| Accounts payable | 2,903,973 | 2,903,973 | - | 2,903,973 |
| Promissory notes | 3,070,803 | 3,070,803 | - | 3,070,803 |
| Bank loan | 40,032 | 40,032 | - | 40,032 |
| Convertible debentures | 23,878 | 23,878 | - | 23,878 |
| 6,038,686 | 6,038,686 | - | 6,038,686 |
As at June 30, 2020, the Company has liabilities which are due as follows:
14. SEGMENTED INFORMATION
IFRS 8 Operating Segments defines an operating segment as (a) a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), (b) whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance and (c) for which discrete financial information is available. For management purposes the Company's activities are attributable to a single operating segment. Consequently, the Company does not present any operating segment information.
The Company operates in one segment, offering on-line education from which 100% of the revenue is generated. The chief operating decision maker has been identified as the management team including the Chief Executive Officer and the Chief Financial Officer. Internal financial reporting is provided to and evaluated by the management team based on this one operating segment.
100% of revenues for the three months ended June 30, 2020 were generated in India (Three months ended June 30, 2019 100% in India). Over 93% of the property and equipment was located within Canada during the three months ended June 30, 2020 (three months ended June 30, 2019 - 93%) and the balance was held within the Company's Indian office. The amounts recorded under the debenture agreement and advertising agreement with BCCL as detailed in note 8, are held in the Company's Indian office.
15. CAPITAL MANAGEMENT
The Company's objective is to maintain a sufficient capital base so as to maintain investor, creditor and customer confidence and to sustain future development of the business and provide the ability to continue as a going concern. Management defines capital as the Company's shareholders' equity and debt instruments. The Board of Directors does not establish quantitative return on capital criteria for management. The Company currently has not paid any dividends to its shareholders.
As at June 30, 2020, total managed capital was comprised of share capital of $15,459,945, promissory notes of $3,070,803 and bank loan of $40,032.
16. SUBSEQUENT EVENTS
On January 4, 2021 the Company announced that it has entered into a strategic partnership agreement with Unicaf, a leading online and on-campus learning platform offering affordable, quality higher education to underserved markets across sub-Saharan Africa. Later, betterU and Unicaf will launch a branded Unicaf skills development platform with hundreds of bundled and individual skills courses available through betterU's all-in-one platform. In partnership with betterU, Unicaf will be able to easily promote and manage their customized skills development programs in supporting their students in becoming job ready. Unicaf also offers one of the most generous scholarship programmes available today.