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Digital Commodities Inc. — Interim / Quarterly Report 2022
Nov 1, 2022
43345_rns_2022-10-31_9c573cc4-5090-4534-85c6-d09d9a8d3304.pdf
Interim / Quarterly Report
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The BC Bud Corporation (Formerly Entheos Capital Corp.)
Condensed Consolidated Interim Financial Statements (Unaudited)
For the six months ended August 2022 and 2021 (Expressed in Canadian Dollars)
1500 – 409 Granville Street Vancouver, BC V6C 1T2
Notice to Reader: No Auditor Review of Condensed Consolidated Interim Financial Statements
Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.
Condensed Consolidated Statements of Financial Position
| August31, | August31, | ||
|---|---|---|---|
| Note | 2022 | 2021 | |
| Assets | |||
| Currentassets | |||
| Cash and cash equivalents | $308,667 | $155,211 | |
| Accounts receivable | 432,373 | 7,325 | |
| Prepaid expenses | 9,665 | 99,408 | |
| Advances | Note3 | 408,413 | - |
| Inventory | Note 3 | 188,799 | 485 |
| 1,347,917 | 262,429 | ||
| Fixed assets | Note 4 | 52,586 | 68,591 |
| Website development | Note 5 | - | 5,667 |
| Intangible assets | Note 5 | 2,007 | 2,007 |
| $1,402,510 | $338,694 | ||
| Liabilities | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | $59,878 | $34,721 | |
| Loans payable (short term portion) | 96,393 | - | |
| Loans payable | Note 6 | - | 87,235 |
| 156,272 | 121,956 | ||
| Shareholders' equity | |||
| Share capital | Note 7 | 4,271,329 | 366,698 |
| Reserves | 152,086 | - | |
| Contributed surplus | 438,835 | - | |
| Retained earnings | (2,895,624) | (58,392) | |
| Deficit | (720,388) | (91,568) | |
| 1,246,238 | 216,738 | ||
| $1,402,510 | $338,694 |
On behalf of the Board:
"Brayden Sutton" "Joshua Taylor"
Director Director
Condensed Consolidated Statements of Earnings and Comprehensive Loss
| ThreeMonths Ended | Six | Months Ended | |||
|---|---|---|---|---|---|
| August 31 | August 31 | ||||
| Note | 2022 | 2021 | 2022 | 2021 | |
| Revenue | |||||
| Product revenue | $ 295,247 | $- | $ 620,084 | $- | |
| Merchandise revenue | 53 | 53 | |||
| 295,247 | 53 | 620,084 | 53 | ||
| Cost of Goods Sold | |||||
| Product costs | 257,568 | 791,708 | - | ||
| Merchandise costs | 2 | 2 | |||
| 257,568 | 2 | 791,708 | 2 | ||
| Net gross margin | 37,679 | 51 | (171,624) | 51 | |
| Operating expenses | |||||
| Advertising and promotion | 4,259 | 22,384 | 51,781 | 33,224 | |
| Amortization and Depreciation | 3,430 | 2,833 | 6,859 | 2,833 | |
| Consulting fees | 96,500 | 9,150 | 164,386 | 16,369 | |
| Incorporation cost | 524 | 524 | |||
| Insurance | 32,175 | 32,175 | |||
| Office and administration | 2,474 | 2,505 | 4,348 | 3,710 | |
| Professional fees | Note 8 | 46,549 | 14,807 | 69,937 | 25,156 |
| Regulatory and transfer agent fees | 32,904 | 43,075 | |||
| Rent | 450 | ||||
| Research and development | 7,875 | 754 | 7,875 | ||
| Stock based compensation | 31,287 | 174,331 | |||
| Supplies | 200 | ||||
| 249,577 | 60,078 | 547,846 | 90,141 | ||
| Net operating loss | (211,897) | (60,027) | (719,470) | (90,090) | |
| Other expenses/(income) | |||||
| Other income | - | - | (3,326) | - | |
| Other expenses | 412 | - | 447 | 4 | |
| Accretion | 1,918 | - | 3,798 | 1,474 | |
| 2,330 | - | 918 | 1,478 | ||
| Net loss for the period | $(214,227) | $ (60,027) | $(720,388) | $(91,568) | |
| Basic and diluted loss per common share | $(0.01) | $(0.01) | $(0.02) | $(0.01) | |
| Weighted average shares outstanding | 44,843,482 | 12,500,000 | 44,843,482 | 12,500,000 |
| ThreeMonths EndedAugust 31 | SixMonths EndedAugust 31 | ||||||
|---|---|---|---|---|---|---|---|
| Note | 2022 | 2021 | 2022 | 2021 | |||
| Share Capital | |||||||
| Balance –beginning of period | $4,271,329 | $ | 366,698 | $4,271,329 | $ | 366,698 | |
| Private placements | - | - | - | - | |||
| Warrants exercised | - | - | - | - | |||
| Subscriptions | - | - | - | - | |||
| Balance –end of period | 4,271,329 | 366,698 | 4,271,329 | 366,698 | |||
| Retained Earnings | |||||||
| Balance –beginning of period | (3,401,784) | (89,933) | (2,895,623) | (58,392) | |||
| Net loss | (289,010) | (60,027) | (795,170) | (91,568) | |||
| Balance –end of period | $(3,690,794) | $(149,960) | $(3,690,794) | $(149,960) | |||
| Number of Shares Outstanding | |||||||
| Balance –beginning of period | 44,843,482 | 12,500,000 | 44,843,482 | 12,500,000 | |||
| Private placements | - | - | - | - | |||
| Warrants exercised | - | - | - | - | |||
| Balance –end of period | 44,843,482 | 12,500,000 | 44,843,482 | 12,500,000 |
Condensed Consolidated Statement of Changes in Shareholders' Equity
Condensed Consolidated Statements of Cash Flows
| Three | Months Ended | SixMonths Ended | |||||
|---|---|---|---|---|---|---|---|
| August 31 | August 31 | ||||||
| Note | 2022 | 2021 | 2022 | 2021 | |||
| Operating Activities | |||||||
| Net income (loss) | $ (214,227) | $ (60,027) | $ (720,388) | $ (91,568) | |||
| Change in working capital: | |||||||
| Accounts Receivable | (199,683) | - | (390,415) | - | |||
| Prepaid | 37,357 | (97,503) | 23,660 | (97,092) | |||
| Advances | 11,744 | - | 53 | - | |||
| Inventory | 1,867 | 5,875 | (181,963) | 5,789 | |||
| Accounts Payable | (105,319) | (767) | (25,220) | 2,513 | |||
| Depreciation | 3,430 | - | 6,859 | - | |||
| (464,832) | (152,422) | (1,287,413) | (180,358) | ||||
| Investing Activities | |||||||
| Fixed Assets | - | - | - | - | |||
| Website Development | - | 2,833 | - | (5,667) | |||
| Intangible Assets | - | (330) | - | (667) | |||
| - | 2,503 | - | (6,333) | ||||
| Financing Activities | |||||||
| Contributed surplus | 31,287 | - | 174,331 | - | |||
| Promissory Note | 1,918 | - | 3,798 | 1,474 | |||
| 33,205 | - | 178,129 | 1,474 | ||||
| Change in cash | (431,627) | (149,919) | (1,109,284) | (185,217) | |||
| Cash –beginning of period | 740,294 | 305,130 | 1,417,950 | 340,428 | |||
| Cash –end of period | $308,667 | $155,211 | $308,667 | $155,211 |
Notes to the Condensed Consolidated Interim Financial Statements
1. Nature of operations and going concern
Nature of operations
The BC Bud Corporation (the "Company") was incorporated under the laws of Alberta and was continued into British Columbia during the year ended December 31, 2000. On March 31, 2020, the Company changed its name from Waterfront Capital Corporation to Entheos Capital Corp. On September 29, 2021, the Entheos Capital Corp. completed a reverse takeover transaction with The BC Bud Corporation and changed its name to The BC Bud Corporation. The BC Bud Corporation is listed on the Canadian Securities Exchange ("CSE") under the symbol "BCBC". The Company's registered office is located at 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.
The Company is a house of brands that strategically aligns with licensed cannabis producers to manufacturer a variety of cannabis products. Through their strategic partnership agreements with these licensed manufacturers, the Company will bring to market specialized cannabis-based concentrates, beverages, edibles and apparels.
Going Concern
These condensed interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to continue its operation as a going concern for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. As at August 31, 2022, the Company had not achieved profitable operations, has an accumulated deficit and expects to incur further losses in the development of its business. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern. These condensed interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.
The application of the going concern concept is dependent upon the Company's ability to generate future profitable operations and receive continued financial support from its creditors and shareholders. Management believes that the Company will be successful in raising sufficient working capital to maintain operations for the upcoming year. Management may seek to raise the necessary capital to meet new funding requirements. There can be no assurance that management's plan will be successful. If the going concern assumption were not appropriate for these condensed interim financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used. Such adjustments could be material.
2. Basis of Operation
Statement of compliance
These condensed interim financial statements are unaudited and have been prepared in accordance with IAS 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with the International Financial reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB").
The accounting policies and methods of computation applied by the Company in these condensed interim financial statements are the same as those applied in the Company's annual financial statements for the year ended February 28, 2022.
The Board of Directors approved the condensed consolidated interim financial statements for issue on October 31, 2022.
Basis of measurement
The condensed interim financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. These condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
Basis of consolidation
The consolidated financial statements include the accounts of the Company and its controlled entities. Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company's returns. Details of controlled entities are as follows:
| Percentage Owned | |||||
|---|---|---|---|---|---|
| Jurisdiction of | August31, | August31, | |||
| Incorporation | 2022 | 2021 | |||
| The BC Bud Holdings Corp. | British Columbia, Canada | 100% | - |
The BC Bud Holdings Corp. (formerly The BC Bud Corporation) was incorporated under the Canada Business Corporations Act on March 1, 2019. Effective November 17, 2020, the Company registered in the Province of British Columbia.
Functional and presentation currency
These condensed interim financial statements are presented in Canadian dollars, which is the Company's functional currency. All financial information is expressed in Canadian dollars unless otherwise stated and have been rounded to the nearest dollar.
Use of estimates and judgements
The preparation of the condensed interim financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the amounts reported in the condensed interim financial
statements and accompanying notes. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
Critical accounting judgements:
Going concern
The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern.
Critical accounting estimates:
Income taxes
Related assets and liabilities are recognized for the estimated tax consequences between amounts included in the financial statements and their tax base using substantively enacted future income tax rates. Timing of future revenue streams and future capital spending changes can affect the timing of any temporary differences and, accordingly, affect the amount of the deferred tax asset or liability calculated at a point in time.
3. Inventory
Inventory
Advances are all cash advances to pay for the purchase of raw materials inventory held in trust. Advance amount as of August 31, 2022 was $373,564 (2021 - $nil).
| Inventory | ||
|---|---|---|
| August31, | August31, | |
| 2022 | 2021 | |
| Raw Materials | $188,359 | $- |
| Products | 440 | 440 |
| Merchandise | - | 45 |
| Balance, end of period | $188,799 | $485 |
Merchandise inventory consists of branded promotional materials for sale.
Inventory is recorded at the lower of cost and net realizable value. Cost is determined using the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less selling expenses.
4. Machinery and Equipment
| Cost | 2022 | 2021 |
|---|---|---|
| Balance, February 28 | $68,591 | $68,591 |
| Additions | - | - |
| Balance, August31 | 68,591 | 68,591 |
| Accumulated depreciation | ||
| Balance, February 28 | 9,145 | - |
| Additions | 6,859 | - |
| Balance, August31 | 16,005 | - |
| Net book value, August31 | $52,586 | $68,591 |
No depreciation was recorded on machinery and equipment for the period ended August 31, 2021 as the machinery and equipment was not yet available for its intended use.
5. Intangible Assets
| August31, | August31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Trademarks | ||||
| Cost | $2,007 | $2,007 | ||
| Amortization | - | - | ||
| Balance –end of period | 2,007 | 2,007 | ||
| Website Development | ||||
| Cost | 8,500 | 8,500 | ||
| Amortization | (8,500) | (2,833) | ||
| Balance –end of period | $- | $ | 5,667 |
Trademarks consist of the following trademarks: "The BC Bud Co.", "Canna Beans", "Buds", "Solventless Solutions", "Not an LP", "Canna Almonds", and "Canna Berries". The trademarks include all rights to and content of the domain names, social media names, all literature and social media sites, branding and design material associated with the trademarks.
The Company's trademarks have been assigned an indefinite useful life, as there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows and the Company's intention is to continue to utilize these trade names for the foreseeable future.
The website development for the shop section on the website has been amortized over its useful life.
6. Loan Payable
On January 20, 2021, the Company received a loan of $100,000 from Sutton Ventures Ltd., a significant shareholder of the Company. The loan is secured by all present and future acquired property of the Company and is payable on the earlier of:
- a) January 15, 2023; or
- b) The occurrence of an event of default.
No interest will accrue on the outstanding balance, unless an event of default occurs, in which cases, interest will be deemed to have accrued on the outstanding balance from the date of advancement at a rate of 8.0% per annum, compounded annually, and will be payable at maturity.
The loan is recorded at fair value on initial recognition, which was determined to be $84,642 using a discount rate of 8.5%, resulting in a total discount of $15,358. As the loan was provided by a shareholder of the Company, the discount was recorded as an equity contribution. During the three month period ended August 31, 2022, accretion expense of $1,918 (2021 - $0) was recorded in the condensed consolidated statements of earnings and comprehensive loss.
7. Share Capital
Authorized Share Capital
The authorized capital of the company consists of unlimited common shares without par value.
Issued Share Capital
A total of Nil common shares were issued between March 1 and August 31, 2022, maintaining the total number of shares outstanding to 44,843,482.
| March | 1 to August31 | |
|---|---|---|
| Number of Shares Outstanding | 2022 | 2021 |
| Balance -beginning of period | 44,843,482 | 12,500,000 |
| Issuance of Common Shares by Private Placement | - | - |
| Issuance of Common Shares by Acquisition | - | - |
| Issuance of Common Shares by Warrants | - | - |
| Balance -end of period | 44,843,482 | 12,500,000 |
8. Legal Fees
Legal fees (reported under Professional Fees) include expenses incurred in fiscal year ending February 28, 2023:
| Legal fees from March 2021 | $27,588 |
|---|---|
| Adjusted legal fees for the six months ending August 31, 2022 | $27,588 |
9. Related Party Transactions
Related parties include the Board of Directors, corporate officers, close family members, key management personnel, significant shareholders and enterprises that are controlled by these individuals as well as certain persons performing similar functions in material subsidiaries. This includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole and its subsidiaries.
During the three months ended August 31, 2022, the Company paid or accrued the following amounts towards related parties:
| Name of Company | Directors/Officers | August31,2022 | August31,2021 | |
|---|---|---|---|---|
| Sutton Ventures | Brayden Sutton | $ | 15,000 | $15,000 |
| (consulting fees)Tricanna Industries Inc(inventory purchase) | Dayna Lange | 105,063 | - | |
| Red Fern Consulting(consulting fees) | Samantha Shorter (former CFO) | - | 7,500 | |
| Corey Larricq(director's fees) | Corey Larricq | - | 500 | |
| TJT Ventures(consulting fees) | Joshua Taylor | 22,500 | - | |
| Joshua Taylor(director's fees) | Joshua Taylor | - | 500 | |
| Emily Graham(consulting fees) | Emily Graham | $ | 22,500 | $- |
10. Capital Management
The Company manages its components of equity as capital. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, or acquire assets. In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
There have been no changes to the Company's approach to capital management during the period ended August 31, 2022. The Company is not subject to externally imposed capital requirements.
11. Financial Instruments
Fair value
The Company classifies its cash, cash equivalents and restricted cash as fair value through profit or loss measured at level 1 inputs of the fair value hierarchy. Accounts payable and accrued liabilities and subscription receipts are carried at amortized cost.
The carrying value of accounts payable and accrued liabilities approximate its fair value due to the shortterm maturity of this financial instrument. The Company's risk exposure and the impact on the Company's financial instruments are summarized below.
Credit risk
Credit risk is the risk of financial loss to the Company if a counter party to a financial instrument fails to meet its payment obligations. The Company is exposed to credit risk with respect to its cash, cash equivalents and restricted cash. Management believes that the credit risk concentration with respect to cash, cash equivalents and restricted cash is remote as it maintains accounts with highly rated financial institutions.
Cash and cash equivalents comprise of cash and highly liquid investments having maturity dates of three months or less, which are readily convertible into a known amount of cash at any time, and are subject to an insignificant risk to changes in their fair value. Cash and cash equivalents consist of $308,667 (August 31, 2021 - $155,211).
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. As at August 31, 2022, the Company had working capital of $1,191,645 (August 31, 2021 – $227,708). All of the Company's current liabilities are due within 90 days of August 31, 2022, except the note payable, which is due January 2023.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk. The Company is not currently exposed to any significant interest rate or foreign currency risk.