CLOUD3 VENTURES — Interim / Quarterly Report 2021

Feb 11, 2021

La Jolla Capital Inc.

Condensed Interim Consolidated Financial Statements (Unaudited)

For the six months ended December 31, 2020

(in Canadian dollars)

La Jolla Capital Inc.

Condensed Interim Consolidated Financial Statements (Unaudited)

Notice of No Auditor Review

The accompanying unaudited condensed interim consolidated financial statements have been prepared by Management and have not been subject to a review by the Company’s external independent auditors.

La Jolla Capital Inc. Condensed Interim Consolidated Statements of Financial Position (in Canadian dollars) (Unaudited)

Notes At December 31, 2020	At June 30 2020
ASSETS Current Cash $ 1,040 Receivables 359	$ 1,360 84
Total assets $ 1,399	$ 1,444
LIABILITIES AND CAPITAL DEFICIT Current Accounts payable and accrued liabilities $ 970,868 Loans payable 4 131,838	$ 917,512 121,838
1,102,706	1,039,350
CAPITAL DEFICIT Share capital 5 16,103,979 Deficit (17,109,341) Accumulated other comprehensive loss (95,945)	16,103,979 (17,040,580) (101,305)
(1,102,107)	(1,037,906)
$ 1,399	$ 1,444

Nature of Operations and Going Concern (Note 1 and 2(b))

Approved on behalf of the Board of Directors:

“Eugene Beukman” “Aman Thindal” Director Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

La Jolla Capital Inc. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the six-month periods ended December 31, 2020 and 2019

(in Canadian dollars)

(Unaudited)

Three months ended Six months ended Notes December 30, 2020 December 30,2019 December 30, 2020 December 30,2019	Three months ended Six months ended Notes December 30, 2020 December 30,2019 December 30, 2020 December 30,2019
Expenses Investor relations, agents and fees $ - $ 5,811 $ - Consulting, management and director fees 8 24,000 24,000 48,000 Office, premise and other 18 749 61 Professional fees 8 9,966 10,657 20,700	$ 6,383 48,000 792 21,175
Net loss for the period (33,984) (41,217) (68,761)	(76,353)
Other comprehensive loss Foreign currency translation adjustment 3,631 1,526 5,360	593
Total comprehensive loss $(30,353) (39,691) $(63,401)	$ (75,760)
Loss per share, basic and diluted $ (0.01) $ (0.01) $ (0.02) Weighted average number of common shares outstanding, basic and diluted 4,332,390 4,332,390 4,332,390	$ (0.01) 4,332,390

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

La Jolla Capital Inc. Condensed Interim Consolidated Statements of Changes in Equity For the six months ended December 31, 2020 and 2019

(in Canadian dollars) (Unaudited)

	Shares Amount Deficit Cumulative other comprehensive loss	Total
Balance, June 30, 2019 Loss for the period Othercomprehensiveloss	4,332,390 $ 16,103,979 $ (16,895,191) $ (98,069) - - (76,353) - - - - 593	$ (889,281) (76,353) 593
Balance, December 31, 2019	4,332,390 $ 16,103,979 $ (16,971,544) $ (97,476)	$ (965,041)
Balance, June 30, 2020 Loss for the period Othercomprehensiveloss	4,332,390 $ 16,103,979 $ (17,040,580) $ (101,305) - - (68,761) - - - - 5,360	$ (1,037,906) (68,761) 5,360
Balance, December 31, 2020	4,332,390 $ 16,103,979 $ (17,109,341) $ (95,945)	$ (1,101,307)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

La Jolla Capital Inc. Condensed Interim Consolidated Statements of Cash Flows For the six months ended December 31, 2020 and 2019

(in Canadian dollars) (Unaudited)

Six months ended Notes December 31, 2020 December 31, 2019	Six months ended Notes December 31, 2020 December 31, 2019
Cash provided by (used in): Operating Activities Net loss for the period $ (68,761) Items not involving cash: Unrealizedforeignexchange 5,360	$ (76,353) (593
(63,401) Change in non-cash working capital: Receivables (275) Accounts payable and accrued liabilities 53,356	(75,760) (11) 66,023
Cash Used inoperating activities (10,320)	(9,748)
Financing Activities Loans received 10,000	10,000
Cash received from financing activities 10,000	10,000
Increase/(Decrease) in cash (320) Cash, beginning of the period 1,360	252 1,093
Cash, end of theperiod $ 1,040	$ 1,345

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

La Jolla Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended December 31, 2020 (in Canadian dollars)

(Unaudited)

1. NATURE OF OPERATIONS

La Jolla Capital Inc., (formerly MicroCoal Technologies Inc.) (the "Company") was incorporated on April 6, 1990 under the laws of the Province of British Columbia and on June 19, 1997 the Company continued as a federal corporation under the Canada Business Corporation Act. On May 21, 2015, MicroCoal Technologies Inc. ("MicroCoal" or "MTI") completed a Plan of Arrangement (the "Plan of Arrangement" or "Arrangement") with a newly formed company called Targeted Microwave Solutions Inc. ("TMS") pursuant to the British Columbia Business Corporations Act. Under terms of the Arrangement, every MicroCoal shareholder received one share in the Company for every share held in MicroCoal at the effective date. The Company changed its name from MicroCoal Technologies Inc. to La Jolla Capital Inc. on May 21, 2015.

The Company's registered office is located at 810-789 West Pender Street, Vancouver, British Columbia, V6C 1H2.

The Company`s principal business activity is the exploration and development of mineral properties.

2. BASIS OF PREPARATION

(a) Statement of Compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRSs") as issued by the IASB have been condensed or omitted. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended June 30, 2020.

The accounting policies applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's audited consolidated financial statements for the year ended June 30, 2020. The Company's interim results are not necessarily indicative of its results for a full year.

These financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on February 11, 2021.

(b) Going Concern

At December 31, 2020, the Company incurred a loss of $63,401 for the six-month period then ended (2019 - $75,760), had a working capital deficit of $1,102,107 (June 30, 2020 - $1,037,906) and has accumulated losses of $17,109,341 (June 30, 2020 - $17,040,580) since its inception. The Company expects to incur further losses in the development of its new business. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These circumstances indicate the existence of material uncertainty related to events and conditions that may cast significant doubt about the Company's ability to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable.

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. These financial statements do not give effect to any adjustments required to realize it assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

During the six-month period ended December 31, 2020, and year ended June 30, 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19). The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in 2020 and beyond.

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La Jolla Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended December 31, 2020 (in Canadian dollars) (Unaudited) BASIS OF PREPARATION (continued)

(c) Basis of Measurement

These unaudited condensed interim consolidated financial statements have been prepared on the historical cost basis, except for those assets and liabilities that are measured at fair value at the end of each reporting period. Certain comparative amounts have been re-presented to conform to the current year presentation.

In preparing the Company's unaudited condensed interim consolidated financial statements for the six months ended December 31, 2020, the Company applied the estimates regarding tax as disclosed in its audited consolidated financial statements for the year ended June 30, 2020.

(d) Basis of Consolidation

These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. All intercompany transactions and balances between the Company and its subsidiaries are eliminated.

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Changes in Accounting Standards

IFRS 9 – Financial Instruments. The Company adopted IFRS 9, which replaced IAS 39 – Financial Instruments: Recognition and Measurement, in its consolidated financial statements beginning July 1, 2018.

IFRS 15 – Revenue from contracts with customers. On May 28, 2014 the IASB issued IFRS 15, Revenue from Contracts with Customers. IFRS 15 deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognized when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the goods or services. The standard replaces IAS 18 Revenue and IAS 11 Construction contracts and related interpretations.

IFRS 16 – Leases. IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. However, lessees are no longer classifying leases as either operating leases or finance leases as it is required by IAS 17. The standard is effective for annual periods beginning on or after January 1, 2019.

The adoption of IFRS 9, IFRS 15 and IFRS 16 did not have a material impact on the Company’s condensed interim consolidated financial statements.

(b) Changes in Accounting Standards not yet effective

Other standards have been issued for future adoption. The Company is in the process of assessing the impact of these pronouncements. The extent of the impact has not yet been determined.

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La Jolla Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended December 31, 2020 (in Canadian dollars) (Unaudited)

4. LOANS PAYABLE

As at December 31, 2020, the Company had loans payable of $82,734 (June 30, 2020 - $82,734) to unrelated parties and $49,104 (June 30, 2020 - $39,104) to related parties (Note 8). The loans are unsecured, non-interest bearing and are due on demand.

5. SHARE CAPITAL

• (a) Authorized: Unlimited number of common shares, voting

(b) Issued and Outstanding

As at December 31, 2020 and June 30, 2020 there were 4,332,390 shares issued and outstanding.

No shares were issued during the six-month period ended December 31, 2020 and during the year ended June 30, 2020.

Share Consolidation

On May 21, 2015, pursuant to the Plan of Arrangement, the Company consolidated its issued and outstanding common shares on a 50:1 basis (the "Share Consolidation"). This Share Consolidation resulted in the preconsolidation issued and outstanding total shares of 179,500,076 being consolidated on a 50:1 basis. After effecting all transactions, there were 3,589,990 issued and outstanding common shares which became the new share capital of the Company. The Share Consolidation affected all of MTI's issued and outstanding common shares on May 21, 2015. Fractional shares were not issued. Pre-consolidation there were 32,913,886 (postconsolidation 658,278) MTI warrants issued and outstanding. These warrants were transferred to TMS and do not exist post-consolidation. Prior to the Plan of Arrangement, there were pre-consolidation 3,220,000 (postconsolidation 64,400) stock options all of which were cancelled.

On October 29, 2018 and November 14, 2018, shareholders returned a total of 1,650,934 common shares to the treasury as a gift and these common shares were subsequently cancelled.

6. FINANCIAL INSTRUMENTS

(a) Fair value information

As at December 31, 2020, the Company’s financial instruments consist of cash, accounts payable and loans payable. The carrying values of these financial instruments approximate their fair values because of their current nature. All financial assets and financial liabilities are recorded at fair value on initial recognition. All financial assets and financial liabilities are recorded at fair value on initial recognition.

The categories of the fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:

• Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

• Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

• Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity);

At December 31, 2020 and June 30, 2020, cash was classified in the fair value hierarchy as level 1. There were no transfers between levels during the six-month period ended December 31, 2020 and during the year ended June 30, 2020.

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La Jolla Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended December 31, 2020 (in Canadian dollars) (Unaudited)

6. FINANCIAL INSTRUMENTS (continued)

(b) Financial instruments and related risks

Liquidity Risk

At December 31, 2020, the Company held cash of $1,040 (June 30, 2020 - $1,360), had negative working capital of $1,101,307 (June 30, 2020 - $1,037,906). At December 31, 2020, the Company expects that it will be able to obtain funding from investors in order to meet its obligations.

Interest rate Risk

Interest rate risk is the result that the fair values and future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates. The Company was not exposed to significant interest rate risk as loans payable were at fixed interest rates with short-term maturities.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company was mainly exposed to credit risk from holding cash, which it mitigates from holding balances with major financial institutions.

Currency Risks

The Company is exposed to currency risk related to certain accounts payable and accrued liabilities and other payable amounts which were denominated in US$. As at December 31, 2020, there were US$59,820 denominated in US$ (June 30, 2019 – US$59,820).

7. MANAGEMENT OF CAPITAL

The Company's objectives of capital management are to safeguard its ability to support the Company's normal operating requirements on an ongoing basis and to start to development its mining interest. The Company considers its capital to be share capital.

The Company’s is currently not generating any cash flows; as such, the Company is dependent on external and related party financing to fund its costs. The Company does not have any working capital and will need to raise additional amount in order to meet its obligations. Companies in this stage typically rely upon equity and debt financing to fund operations. The Company is not listed on a stock exchange at December 31, 2020. There is no certainty with respect to the Company’s ability to raise capital.

At December 31, 2020, the Company expects that it will be able to obtain funding from investors in order to meet its obligations. Additional financing will need to be obtained for the planned development and exploration of the mining interest.

At December 31, 2020, there was no externally imposed capital requirement to which the Company is subject.

8. RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties:

As at December 31, 2020, the Company owed $740,500 (June 30, 2020 - $674,500) to various directors and their companies, which is included in accounts payable and accrued liabilities.

As at December 31, 2020, the Company had loans payable of $49,104 (June 30, 2020 - $39,104) to directors of the Company (Note 4).

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La Jolla Capital Inc. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended December 31, 2020 (in Canadian dollars)

(Unaudited)

8. RELATED PARTY TRANSACTIONS (continued)

The remuneration of directors and key management personnel during the six-month period ended December 31, 2020 and 2019 are as follows:

December 31, 2020	December 31,2019
Management, consulting, directors’and professional fees $ 66,000	$ 66,000
$ 66,000	$ 66,000

All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.

9. SEGMENTED INFORMATION

The Company previously operated in one industry segment. At December 31, 2020 and 2019, the Company has no operations and there was no property and equipment in any geographical area.

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