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Generative AI Solutions Corp. — Audit Report / Information 2020
Jul 30, 2021
48056_rns_2021-07-29_8cdf585f-5292-44b5-a62b-146e49084895.pdf
Audit Report / Information
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PintoWest Properties Inc. (formerly FirstShot Fund Inc.)
Consolidated Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in Canadian dollars)
Independent Auditor’s Report
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To the Shareholders of PintoWest Properties Inc. (formerly FirstShot Fund Inc.):
Opinion
We have audited the consolidated financial statements of PintoWest Properties Inc. (formerly FirstShot Fund Inc.) and its subsidiaries (the "Company"), which comprise the consolidated statement of financial position as at December 31, 2020, and the consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2020, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has not generated any revenue and has incurred negative cash flow from operations during the year ended December 31, 2020. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other Matter
The consolidated financial statements for the year ended December 31, 2019 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on April 9, 2021.
Other Information
Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance
with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
We also provide those charged with governance with a statement that we have compiled with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor's report is Jian-Kun Xu.
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Vancouver, British Columbia July 29, 2021
Chartered Professional Accountants
PINTOWEST PROPERTIES INC. (formerly FirstShot Fund Inc.) Consolidated Statements of Financial Position As at December 31, 2020 and 2019
(Expressed in Canadian dollars)
| December 31, | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 15,021 | 19,655 |
| Tax receivable | 17,903 | 10,014 |
| Prepaids | 12,781 | 11,433 |
| Total current assets | 45,705 | 41,102 |
| Right-of-use asset(Note 3) | - | 14,642 |
| Property and equipment(Note 4) | 8,748 | 15,272 |
| Total Assets | 54,453 | 71,016 |
| SHAREHOLDERS' DEFICENCY AND LIABILITIES | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities | 442,208 | 222,735 |
| Convertible debt (Note 6) | 122,220 | - |
| Lease liability (Note 8) | - | 16,672 |
| Due to related parties (Note 7) | 1,283,084 | 799,819 |
| Total current liabilities | 1,847,512 | 1,039,226 |
| Long-term debts (Note 5) | 138,681 | - |
| Total liabilities | 1,986,193 | 1,039,226 |
| Shareholders' deficiency | ||
| Share capital (Note 9) | 567,706 | 567,706 |
| Share subscriptions receivable | (300) | (300) |
| Special warrants reserve | - | 140,000 |
| Special warrants subscription received | - | 104,000 |
| Equity portion of convertible debenture (Note 6) | 21,189 | - |
| Units to be issued | 240,000 | - |
| Accumulated other comprehensive income | 13,208 |
- |
| Deficit | (2,773,543) | (1,779,616) |
| Shareholders' deficiency | (1,931,740) | (968,210) |
| Total liabilities and shareholders' deficit | 54,453 | 71,016 |
Nature of operations and going concern (Note 1) Subsequent events (Note 15)
Approved and authorized for issuance on behalf of the Board of Directors on July 29, 2021:
/s/ “Brian Lovig” /s/ “Terry Yuck” Brian Lovig, Director Terry Yuck, Director
(The accompanying notes are an integral part of these consolidated financial statements)
3
PINTOWEST PROPERTIES INC. (formerly FirstShot Fund Inc.) Consolidated Statements of Operations and Comprehensive Loss For the years ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
| December 31, December 31, 2020 2019 $ $ Revenue - 2,941 Expenses Advertising and promotion 24,333200,573 Consulting 195,421117,607 Depreciation 21,58434,267 General and administrative 46,39461,968 Management fees -201,750 Professional fees 158,532123,096 Rent 18,534 - Token related expense (Note 11) 161,252 - Transfer agent and filing fees 29,63918,121 Wages and salaries 260,542334,738 Website development - 71,000 Total expenses 916,231 1,163,120 Loss before other expense (916,231) (1,160,179) Other (income) and expense Government grants (48,303) - Other income (672) - Interest expense 113,131171,502 Accretion expense 13,540 - Net loss for the year (993,927) (1,331,681) Other Comprehensive income to be reclassified to profit or loss subsequently (13,208) - |
|
|---|---|
| Comprehensive loss for the year (980,719) (1,331,681) |
|
| Loss per share -basic and diluted (0.03) (0.05) Weighted average number of shares outstanding -basic and diluted 30,443,114 29,459,507 |
|
(The accompanying notes are an integral part of these consolidated financial statements)
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PINTOWEST PROPERTIES INC. (formerly FirstShot Fund Inc.) Consolidated Statements of Changes in Shareholder’s Deficit For the years ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
| (Expressed in Canadian dollars) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Special | Equity | Accumulated | ||||||||
| Share | Share | Special | warrants | portion of | other | |||||
| Capital | subscriptions | warrants | subscriptions | Units to | convertible | comprehensive | ||||
| Number of | Amount | receivable | reserve | received | be issued | debt | income | Deficit | Total | |
| Shares | $ | $ | $ | $ | $ | $ | $ | $ | ||
| Balance - December 31, 2018 | 21,623,699 | 115,001 | - | 24,000 |
- | - |
- |
(447,935) | (308,934) | |
| Units issued for cash | 736,250 | 218,500 | (300) | (24,000) | - | - | - | - | - | 194,200 |
| Share issuance costs | - | (3,020) | - | - | - | - | - | - | - | (3,020) |
| Common Shares issued for | - | - | - | - | - | - | - | |||
| financing costs | 2,032,097 | 110,241 | 110,241 | |||||||
| Common shares issued to settle | - | - | - | - | - | - | - | |||
| debt and interest payable | 5,067,461 | 126,984 | 126,984 | |||||||
| Special warrant units issued for | - | - | - | - | - | - | - | - | ||
| cash | 140,000 | 140,000 | ||||||||
| Special warrant unit subscriptions | - | - | - | - | 104,000 | - | - | - | - | 104,000 |
| Netlossforthe year | - | - | - | - | - | - | - | - | (1,331,681) | (1,331,681) |
| Balance - December 31, 2019 | 29,459,507 | 567,706 | (300) | 140,000 | 104,000 | - | - | - | (1,779,616) | (968,210) |
| Special warrant subscription | - | - | - | - | 6,000 | - | - | - | - | 6,000 |
| Special warrant issuance | - | - | - | 110,000 | (110,000) | - | - | - | - | - |
| Special warrant subscription | - | - | - | - | - | - | - | |||
| returned | (10,000) | - | (10,000) | |||||||
| Exercise of special warrants issued | - | - | - | - | - | - | - | |||
| in F2019 | (140,000) | - | 140,000 |
|||||||
| Exercise of special warrants issued | - | - | - | - | - | - | - | |||
| in F2020 | (100,000) | - | 100,000 |
|||||||
| Equity portion of convertible | - | - | - | - | - | - | - | - | ||
| debenture | 21,189 | 21,189 | ||||||||
| Currency translation adjustment | - | - | - | - | - | - | - | 13,208 | - | 13,208 |
| Netlossforthe year | - | - | - | - | - | - | - | - | (993,927) | (993,927) |
| Balance - December 31, 2020 | 29,459,507 | 567,706 | (300) | - | - |
240,000 |
21,189 | 13,208 | **(2,773,543) ** | (1,931,740) |
(The accompanying notes are an integral part of these consolidated financial statements)
5
PINTOWEST PROPERTIES INC. (formerly FirstShot Fund Inc.) Consolidated Statements of Cash Flows For the years ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
| December 31, | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Operating activities | ||
| Loss for the year | (993,927) | (1,331,681) |
| Items not involving cash: | ||
| Depreciation | 21,584 | 34,267 |
| Interest expense on lease liability | 1,672 | 8,813 |
| Shares issued for financing costs | - | 110,241 |
| Gain on government grant (Note 5) | (48,303) | - |
| Interest accrued on related party loans (Note 7) | 94,830 | - |
| Interest accrued on loan payables | 11,853 | - |
| Accretion expenses | 13,540 | - |
| Gain on disposal of equipment | (243) | - |
| Loss on foreign exchange | 4,885 | |
| Changes in non-cash operating working capital | ||
| Accounts receivable | (7,889) | (10,014) |
| Prepaids | (1,348) | (8,402) |
| Accounts payable and accrued liabilities | 263,321 | 166,398 |
| Due to related parties | - | 221,870 |
| Net cash used inoperating activities | (640,025) | (781,523) |
| Investing activities | ||
| Proceeds from disposal of property and equipment | 800 | - |
| Purchase of property and equipment (Note 4) | (975) | (1,606) |
| Net cash and cash equivalents used in investing activities | (175) | (1,606) |
| Financing activities | ||
| Lease payments (Note 8) | (18,344) | (36,067) |
| Proceeds from related party loan payable (Note 7) | 352,910 | 537,500 |
| Proceeds from convertible debenture (Note 6) | 125,000 | - |
| Proceeds from loan payable (Note 5) | 100,000 | (134,000) |
| Proceeds from CEBA loans (Note 5) | 80,000 | - |
| Proceeds from common shares and subscriptions | - | 298,200 |
| Proceeds from issuance of special warrants (Note 10) | (4,000) | 140,000 |
| Share issuance costs | - | (3,020) |
| Net cash provided by financing activities | 635,566 | 802,613 |
| Net increase (decrease) in cash and cash equivalents | (4,634) | 19,484 |
| Cash and cash equivalents, beginning ofyear | 19,655 | 171 |
| Cash and cash equivalents, end ofyear | 15,021 | 19,655 |
(The accompanying notes are an integral part of these consolidated financial statements)
6
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
1. Nature of Operations and Going Concern
PintoWest Properties Inc. (formerly FirstShot Fund Inc.), (the “Company”) was incorporated on October 29, 2009 under the name Cariboo Lake Resources Corp. On May 15, 2018, the Company changed its name to Quickdraw Investments Inc. On December 3, 2018, the Company changed its name to FirstShot Fund Inc. On May 27, 2021 the Company changed its name to PintoWest Properties Inc. The Company’s head office is located at 905 – 1631 Dickson Avenue, Kelowna, BC and its registered and records office is located at 200 – 537 Leon Avenue, Kelowna, BC, V1Y 2A9. The Company is a development and investment company focused in the real estate sector on unique, specialty real estate opportunities that can generate multiple revenue streams.
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. In light of the uncertainty and many restrictions the pandemic has forced upon the Company, after much consideration and review, the Company believes it now needs to adjust the business model of its real estate investments and narrow and focus its operations and investments to Western Canada only.
These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the year ended December 31, 2020, the Company has not generated any revenue from operations and has incurred negative cash flow from operations. As at December 31, 2020, the Company has a working capital deficit of $1,801,807 and an accumulated deficit of $2,773,543. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
2. Significant Accounting Policies
- (a) Basis of Presentation
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board on a going concern basis.
These consolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars.
These consolidated financial statements include the accounts of the Company and its wholly owned Canadian subsidiary, Listing Llama Ltd. and its wholly owned US subsidiary FirstShot Centers, LLC. FirstShot Centers, LLC was incorporated on November 1, 2019, and was not active until January 1, 2020. All inter-company balances and transactions have been eliminated on consolidation.
- (b) Foreign currency translation
Functional and presentation currency
The financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates. The functional currency of the Company and Listing Llama Ltd. is Canadian dollar and the functional currency of FirstShot Centers, LLC is US dollar.
The financial statements of the Company’s foreign subsidiaries are translated into the Canadian dollar presentation currency as follows:
- Assets and liabilities – at the closing rate at the date of the statement of financial position
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PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
- (b) Foreign currency translation (continued)
Functional and presentation currency (continued)
- Income and expenses – at the average rate of the period (as this is considered a reasonable approximation of actual rates)
All resulting changes are recognized in other comprehensive income (loss) as translation adjustments. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from the item are considered to form part of the net investment in a foreign operation and are recognized in other comprehensive income (loss).
When an entity disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Company and its subsidiaries at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. All differences are taken to profit or loss. Nonmonetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
(c) Use of Estimates and Judgments
The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the period. These estimates are, by their nature, uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Estimates
Useful lives and carrying values of property and equipment
Property and equipment are amortized based on the estimated useful life and their estimated residual value. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, physical condition of the assets and experience with similar assets.
Incremental borrowing rate used in calculating lease liabilities
The preparation of the consolidated financial statements in accordance with IFRS 16 requires management to make judgments, estimates, and assumptions in the incremental borrowing rate. The incremental borrowing rate are based on judgments including economic environment, term, currency, and the underlying risk inherent to the asset. The carrying balance of the right-of-use assets, lease obligations, and the resulting interest and depreciation expense, may differ due to changes in the market conditions and lease term.
8
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
- (c) Use of Estimates and Judgments (continued)
Market interest rate used in calculating fair values of loans
Loans are measured at fair value based on management’s best estimate of the effective interest rate at initial recognition. This estimate has an impact on the fair value of the loan recognized in the statement of financial position on the recognition date.
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 is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.
Income taxes
Deferred tax assets and liabilities are determined based on differences between the financial statement carrying values of assets and liabilities and their respective income tax bases (“temporary differences”) and losses carried forward. The determination of the ability of the Company to utilize tax loss carry-forwards to offset deferred tax liabilities requires management to exercise judgement and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilization of the losses.
(d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance and are readily convertible to known amounts of cash to be cash equivalents.
(e) Financial Instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the respective instrument.
Fair value estimates are made at the consolidated statement of financial position date based on relevant market information and information about the financial instrument. All financial instruments are classified into either: fair value through profit or loss (“FVTPL”) or amortized cost.
The Company has made the following classifications:
Cash and cash equivalent Amortized cost Accounts payable and accrued liabilities Amortized cost Convertible debt Amortized cost Long-term debt Amortized cost Due to related parties Amortized cost
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PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
- (e) Financial Instruments (continued)
The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Financial Assets
Financial assets at FVTPL
Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:
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it has been acquired principally for the purpose of selling it in the near term; or
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on initial recognition, it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or
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it is a derivative that is not designated and effective as a hedging instrument.
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of operations and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of financial assets held at FVTPL are included in the statements of operations and comprehensive loss.
Financial assets at amortized cost
Financial assets at amortized cost are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset at amortized cost is initially measured at fair value plus transaction costs that are directly attributable to its acquisition. Subsequent to initial recognition, financial assets are measured at amortized cost using the effective interest method, less any impairment.
Impairment of financial assets
Financial assets, other than those classified as FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been decreased.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.
When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are offset against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated statement of operations and comprehensive loss. Loss allowances are based on the lifetime Expected Credit Losses (ECL’s) that result from all possible default events over the expected life of the trade receivable, using the simplified approach.
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PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
- (e) Financial Instruments (continued)
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the consolidated statement of operations and comprehensive loss to the extent that the carrying amount of the financial assets at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Derecognition of financial assets
The Company derecognizes a financial asset when, and only when, the contractual rights to the cash flows from the financial asset have expired or when contractual rights to the cash flows have been transferred.
Financial Liabilities and Equity Instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received, net of direct issue costs.
Financial liabilities at amortized cost
Financial liabilities at amortized cost (including long-term debt, accounts payable and accrued liabilities and convertible debenture) are initially measured at fair value, net of transaction costs. Subsequently, these financial liabilities are measured at amortized cost using the effective interest method.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Derecognition of financial liabilities
The Company derecognizes a financial liability when, and only when, it is extinguished, meaning when the obligation specified in the contract is discharged, canceled or expired. The difference between the carrying amount of the extinguished financial liability and the consideration paid or payable, including non-cash assets transferred or liabilities assumed, is recognized in the statements of operations and comprehensive income loss.
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PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
- (f) Property and equipment
Property and equipment consists of computer equipment and furniture and is recorded at cost less accumulated depreciation and impairment over the estimated useful life of assets, based on the following annual rates, except in the year of acquisition, when half the annual rate is applied:
Computer equipment 55% declining Furniture 20% declining balance
(g) Convertible debenture
Convertible debentures are financial instruments which are accounted for separately dependent on the nature of their components: a financial liability and an equity instrument. Where the conversion option has a fixed conversion rate, the financial liability, which represents the obligation to pay coupon interest on the convertible debentures in the future, is initially measured at its fair value and subsequently measured at amortized cost. The residual amount is accounted for as an equity instrument at issuance.
- (h) Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the consolidated statement of operations and comprehensive loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
- (i) Deferred income tax
Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority
- (j) Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares, warrants and stock options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash are valued based on their market value at the date the shares are issued.
The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component and the common shares are valued at their estimated fair value. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.
12
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
(k) Share-based Payments
The grant date fair value of share-based payment awards granted to employees is recognized as stock-based compensation expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and nonmarket vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Where equity instruments are granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair value of the services received cannot be reliably estimated, the Company measures the services received by reference to the fair value of the equity instruments granted, measured at the date the counterparty renders service.
All equity-settled share-based payments are reflected in share-based payment reserve, unless exercised. Upon exercise, shares are issued from treasury and the amount reflected in sharebased payment reserve is credited to share capital, adjusted for any consideration paid.
(l) Earnings (Loss) Per Share
Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted earnings (loss) per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. As at December 31, 2020, the Company had 272,000 (2019 – 7,956,250) potentially dilutive shares outstanding.
(m) Comprehensive Loss
Comprehensive loss is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that are not included in the consolidated statement of operations.
- (n) Government Grant
Amounts received or receivable resulting from government assistance programs, such as Canadian Emergency Business Account (CEBA), are recognized where there is reasonable assurance that the amount of government grant will be received, and all attached conditions will be complied with. When the amount relates to an expense item, it is recognized in income on a systematic basis as a reduction to the costs that it is intended to compensate. When the amount relates to an asset, it reduces the carrying amount of the asset and is then recognized as income over the useful life of the depreciable asset by way of a reduced depreciation charge.
13
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
2. Significant Accounting Policies (continued)
- (o) Leases
At inception of entering a contract, the Company assesses whether a contract is, or contains, a lease by evaluating if the contract conveys the right to control the use of an identified asset. For contracts that contain a lease, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted by any initial direct costs, and costs to dismantle and remove the underlying asset less any lease incentives. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term.
The lease liability is initially measured at the present value of lease payments to be paid subsequent to the commencement date of the lease, discounted either at the interest rate implicit in the lease or the Company's incremental borrowing rate. The lease payments measured in the initial lease liability include payments for an optional renewal period, if any, if the Company is reasonably certain that it will exercise a renewal extension option. The liability is measured at amortized cost using the effective interest method and will be remeasured when there is a change in either the future lease payments or assessment of whether an extension or other option will be exercised. The lease liability is subsequently adjusted for lease payments and interest on the obligation. Interest expense on the lease obligation is included in the consolidated statement of operations and comprehensive loss.
- (p) New Accounting Standards
The following standards and amendment were adopted by the Company for the year ended December 31, 2020:
IFRS 3 Business Combinations (Amendment)
In October 2018, the International Accounting Standards Board (IASB) issued amendments to IFRS 3, incorporated into Part I of the CPA Canada Handbook – Accounting by the Accounting Standards Board (AcSB) in December 2018. The amendments clarify the definition of a business, permitting a simplified assessment to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. The amendments are effective for transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The adoption of IFRS 3 (Amendment) does not have material impact on the Company’s consolidated financial statements for the year ended December 31, 2020.
The Company has reviewed new accounting pronouncements that have been issued but are not yet effective. The Company will evaluate the impact these standards will have on the consolidated financial statements when they are finalized. Currently the effect is expected to be immaterial.
14
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
3. Right-of-use Asset
The right-of-use office was amortized using the straight-line basis until its lease expiration in June 2020.
| $ | |
|---|---|
| Cost: | |
| Balance, December 31, 2018 | - |
| IFRS 16 adoption | 43,926 |
| Balance,December31,2019 and2020: | 43,926 |
| Accumulated amortization: | |
| Balance, December 31, 2018 | - |
| Additions | 29,284 |
| Balance, December 31, 2019 |
29,284 |
| Additions |
14,642 |
| Balance,December31,2020 |
43,926 |
| Carrying amounts: | |
| Balance, December 31, 2019 |
14,642 |
| Balance,December 31,2020 |
- |
4. Property and Equipment
| Furniture and | |||
|---|---|---|---|
| equipment | Computer equipment | Total | |
| $ | $ | $ | |
| Cost | |||
| Balance, December 31, 2018 | 10,099 | 9,189 |
19,288 |
| Additions | - | 1,606 |
1,606 |
| Dispositions | - | - |
- |
| Balance, December 31, 2019 | 10,099 | 10,795 |
20,894 |
| Additions | - | 975 |
975 |
| Dispositions | - | (1,606) |
(1,606) |
| Balance, December 31, 2020 | 10,099 | 10,164 |
20,263 |
| Accumulated depreciation | |||
| Balance, December 31, 2018 | 307 | 332 |
639 |
| Additions | 1,958 | 3,025 |
4,983 |
| Dispositions | - | - |
- |
| Balance, December 31, 2019 | 2,265 | 3,357 |
5,622 |
| Additions | 1,567 | 5,375 |
6,942 |
| Dispositions | - | (1,049) |
(1,049) |
| Balance, December 31, 2020 | 3,832 | 7,683 |
11,515 |
| Carrying values: | |||
| Balance, December 31, 2019 | 7,834 | 7,438 |
15,272 |
| Balance, December 31, 2020 | 6,267 | 2,481 |
8,748 |
15
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
5. Long Term Debts
- (a) On April 27, 2020, the Company received $80,000 for government backed loans (Canada Emergency Business Account, “CEBA”) to assist businesses during the COVID-19 pandemic. The loans are unsecured and non-interest bearing for the initial term until December 31, 2022 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven.
Effective interest rate applied to calculate interest benefit was as at April 27, 2020, the initial recognition date of the CEBA loan using an effective interest rate of 24.17% per annum. The difference of $48,303 between the fair value and the total amount of CEBA loan received, which includes the $20,000 forgivable portion, has been recorded in government grant for the year ended December 31, 2020. During the year ended December 31, 2020, a total accretion expense of $5,482 has incurred related to the Company’s CEBA loans. The carrying value of the CEBA loan has been determined as $37,411, under the estimated effective interest rate of 24.17%.
- (b) On September 29, 2020, the Company received a loan of $100,000. The loan bears interest of 5% per annum and is due on or before September 29, 2023. As at December 31, 2020, the Company has accrued $1,270 interest in connection with this loan.
6. Convertible Debt
On February 26, 2020, the Company issued a convertible debenture for proceeds of $125,000. The debenture bears interest at 10% per annum and is due on December 31, 2021. The outstanding principal amount and accrued interest is convertible into units of the Company at $0.60 per unit. Each unit is to consist of one common share and one share purchase warrant exercisable into an additional common share at $0.90 per share expiring one year from the date of issuance.
For accounting purposes, the convertible debenture has been separated into its liability and equity component using the effective interest rate method. The fair value of the liability component of the convertible debenture at the time of issue was calculated as being equivalent to the discounted cash flows for the debenture assuming an effective interest rate of 21.21% per annum. The effective interest rates were based on the estimated rate for a debenture without a conversion feature. The equity component of $21,189 has been recorded under equity, which was calculated as the difference between the face value of the convertible debenture and the fair value of the liability component. As at December 31, 2020, the Company has accrued $10,582 interest expenses and $7,827 accretion expenses, respectively in connection with this loan. The carrying value of the liability portion has been determined as $122,220.
7. Related Party Transactions
As at December 31, 2020, the principal and interest amount of $1,283,084 (2019 - $835,344) is owed to two companies controlled by the President of the Company. The amount due is unsecured, bears interest at 9% per annum, and was originally due on December 31, 2020 but modified as due on demand during the year ended December 31, 2020. During the year ended December 31, 2020, the Company has accrued interest expenses of $94,830 (2019 - $35,645) related to these two loans.
During the year ended December 31, 2020 the Company incurred management fees of $180,000 (2019 - $189,000) to a company controlled by the President of the Company.
16
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.)
Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
8. Lease Liability
| Lease Liability | |
|---|---|
| $ | |
| Balance, January 1, 2019 | 43,926 |
| Additions: | |
| Interest expense | 8,813 |
| Leasepayments | (36,067) |
| Balance,December 31,2019 | 16,672 |
| Balance, January 1, 2020 | 16,672 |
| Interest expense | 1,672 |
| Leasepayments | (18,344) |
| Balance,December 31,2020 | - |
Lease liability consists of a lease for office space. The lease has been discounted using a 27.5% interest rate. The lease agreement expired on July 1, 2020 and became a month-to-month basis since then.
9. Share Capital
Authorized share capital consists of an unlimited number of common shares without par value.
No common share has been issued by the Company during the year ended December 31, 2020.
Shares Issued during the year ended December 31, 2019:
-
(a) On March 26, 2019, the Company issued 200,000 units at $0.02 per unit for proceeds of $4,000, which was included in share subscriptions received as at December 31, 2018. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant is exercisable into one additional common share at a price of $0.60 per share expiring on December 31, 2020.
-
(b) On April 3, 2019, the Company issued 5,000,000 common shares to settle a loan payable $100,000 owed to a company controlled by the President of the Company. The Company also issued an additional 1,848,936 common shares with fair value of $36,979 as bonus shares to this company relating to the loans payable.
-
(c) On April 3, 2019, the Company issued 264,250 units at $0.04 per unit for proceeds of $105,700, of which $20,000 was included in share subscriptions received as at December 31, 2018. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant is exercisable into one additional common share at a price of $0.60 per share expiring on December 31, 2020.
-
(d) On April 3, 2019, the Company issued 35,837 common shares with a fair value of $14,335 as bonus shares for loans made by companies controlled by the daughter of the President of the Company and settle accrued interest payable.
-
(e) On May 13, 2019, the Company issued 137,250 units at $0.40 per unit for proceeds of $54,900. Each unit consisted of one common share and one share purchase warrant. Each warrant is exercisable into one common share at an exercise price of $0.60 per share expiring on December 31, 2020, which has been further extended to December 31, 2021 (Note 10)
-
(f) On July 31, 2019, the Company issued 110,750 units at $0.40 per unit for proceeds of $44,300. Each unit consisted of one common share and one share purchase warrant. Each warrant is exercisable into one common share at an exercise price of $0.60 per share expiring on December 31, 2020, which has been further extended to December 31, 2021 (Note 10)
17
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.)
Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
9. Share Capital (continued)
Shares Issued during the year ended December 31, 2019 (continued):
-
(g) On September 10, 2019, the Company issued 15,000 units at a price of $0.40 per unit for proceeds of $6,000. Each unit consisted of one common share and one share purchase warrant. Each warrant is exercisable into one common share at an exercise price of $0.60 per share expiring on December 31, 2020, which has been further extended to December 31, 2021 (Note 10)
-
(h) On September 25, 2019, the Company issued 214,785 common shares with a fair value of $85,914 as bonus shares for loans made by companies controlled by the President of the Company and to settle accrued interest payable.
-
(i) On September 25, 2019, the Company issued 9,000 units at a price of $0.40 per unit for proceeds of $3,600. Each unit consisted of one common share and one share purchase warrant. Each warrant is exercisable into one common share at an exercise price of $0.60 per share expiring on December 31, 2020, which has been further extended to December 31, 2021 (Note 10)
-
(j) During the year ended December 31, 2019, the Company paid finder’s fees of $3,020.
10. Share Purchase Warrants and Special Warrants
As at December 31, 2020, the following share purchase warrants were outstanding:
| Weighted | ||||
|---|---|---|---|---|
| average | ||||
| exercise price | ||||
| Number of warrants | $ | |||
| Balance, December | 31, | 2018 | 7,220,000 | 0.53 |
| Issued | 736,250 | 0.41 | ||
| Balance, December | 31, | 2019 | 7,956,250 | 0.51 |
| Expired | (7,684,250) | 0.53 | ||
| Balance,December | 31, | 2020 | 272,000 | 0.60 |
As at December 31, 2020, the following share purchase warrants were outstanding:
| Number | of | warrants | Exercise Price | Expiry Date | |
|---|---|---|---|---|---|
| outstanding | $ | ||||
| 272,000* | 0.60 | December 31, 2021 |
*During the year ended December 31, 2019, the Company extended the term of certain warrants to December 31, 2021.
18
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
10. Share Purchase Warrants and Special Warrants (continued)
Special Warrants
-
(a) On January 15, 2020, the Company issued 250,000 special warrants at $0.40 per special warrant for proceeds of $100,000, of which $94,000 was included in special warrant subscriptions received as at December 31, 2019. Each holder shall be entitled to receive without payment or additional consideration one unit consisting of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire on additional common share at an exercise price of $0.75 per share expiring on January 15, 2021 (which has been extended to December 31, 2021 due to the cease trade order). If the holder does not elect to exercise the special warrant before the earlier of: (i) the Prospectus Filing Date and (ii) July 15, 2020, the special warrant will be deemed to be exercised without any further action on the part of the holder. The special warrants were deemed to be exercised on July 15, 2020 but no unit has been issued as at December 31, 2020 due to the cease trade order on the Company. The $100,000 balance has been included in the “Units to be Issued” on the consolidated statements of financial position as at December 31, 2020. The Prospectus Filing Date is defined as the day a receipt is issued by the applicable securities commissions for a final prospectus which qualifies the issuance of the Units.
-
(b) On October 31, 2019, the Company issued 350,000 special warrants at $0.40 per share for proceeds of $140,000. Each holder shall be entitled to receive without payment or additional consideration one unit consisting of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire on additional common share at an exercise price of $0.75 per share expiring on October 31, 2020 (which has been extended to December 31, 2021 due to the cease trade order). If the holder does not elect to exercise the special warrant before the earlier of: (i) the Prospectus Filing Date and (ii) April 30, 2020, the special warrant will be deemed to be exercised without any further action on the part of the holder. The special warrants were deemed to be exercised on April 30, 2020 but no unit has been issued as at December 31, 2020 due to the cease trade order on the Company. The $140,000 balance has been included in the “Units to be Issued” on the consolidated statements of financial position as at December 31, 2020. The Prospectus Filing Date is defined as the day a receipt is issued by the applicable securities commissions for a final prospectus which qualifies the issuance of the Units.
-
(c) On February 6, 2020, the Company repaid special warrant subscription proceeds of $10,000 that was included in special warrants subscriptions received as at December 31, 2019.
11. Token Related Expenses
The Company’s wholly owned subsidiary, FirstShot Centers, LLC, reviewed listing requirements of several token exchanges and has incurred a total expense of $161,252 related to platform service providers and blockchain in preparing for the Securitized Token Offering during the year ended December 31, 2020 as follows:
Blockchain Service Provider $120,735 Cryptocurrency Exchange setup fees $40,517
Please also refer to Note 15(a).
19
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
12. Financial Instruments and Risk Management
- (a) Fair Values
Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:
-
Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair values of cash and cash equivalents, accounts payable, convertible debt and accrued liabilities and due to related parties approximate their carrying values due to the relatively shortterm maturity of these instruments. The fair value of long-term debts approximates its carrying value due to its interest rate is deemed as market interest rate.
- (b) Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.
- (c) Foreign Exchange Risk and Interest Rate Risk
The Company is not exposed to any significant interest rate risk because all of the Company’s debts are subject to fixed interest rate. The Company is not exposed to any significant foreign exchange risk because it does not have significant assets and liabilities denominated in currencies other than its functional currency.
- (d) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity and debt financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.
13. Capital Management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital and share subscriptions received.
The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.
The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2019.
20
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
14. Income Taxes
The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the statement of operations and comprehensive gain/loss for the years ended December 31, 2020 and 2019:
| **December 31, 2020 ** | December 31, 2019 | |
|---|---|---|
| $ | $ | |
| Net income (loss) before tax | (993,927) | (1,331,681) |
| Statutorytax rate | 27.00% | 27.00% |
| Expected income tax expense (recovery) | (252,795) | (359,554) |
| Non-deductible items | 232 | 7,083 |
| Change in deferred tax asset not recognized | 252,563 | 352,471 |
| Total tax expense(recovery) | - | - |
Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values. Movements in deferred tax assets (liabilities) as at December 31, 2020 and 2019 are comprised of the following:
| December | 31, 2020 | December 31, 2019 | |
|---|---|---|---|
| $ | $ | ||
| Non-capital losses carryforwards | 9,770 |
3,953 | |
| ROU assets | - |
(3,953) | |
| CEBA Loan | (6,162) |
- | |
| Convertible debentures | (3,608) |
- | |
| Deferred tax assets(liabilities) | - | - |
The unrecognized deductible temporary differences and unused tax losses as at December 31, 2020 and 2019 are as follows:
| December | 31, 2020 | December | 31, 2019 | |
|---|---|---|---|---|
| $ | $ | |||
| Non-capital losses carryforwards | 2,453,102 |
1,730,067 | ||
| Fixed assets | 12,331 |
5,632 | ||
| Financing costs | 1,812 |
2,416 | ||
| Lease liability | - |
16,672 | ||
| Start upcosts | 259,420 |
- | ||
| Unrecognized deductible temporary differences | 2,726,665 | 1,754,787 |
As at December 31, 2020, The Company has non-capital loss carry forwards of approximately $2,453,102 (2019: $1,744,709) which may be carried forward to apply against future income for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in the following years:
21
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
14. Income Taxes (continued)
| Expiry | $ | |
|---|---|---|
| 2032 | 21,225 | |
| 2033 | 398 | |
| 2034 | 1,399 | |
| 2036 | 45 | |
| 2037 | 111 | |
| 2038 | 387,935 | |
| 2039 | 1,297,413 | |
| 2040 | 744,576 | |
| Total | 2,453,102 |
15. Subsequent Events
-
(a) On March 5, 2021, the Company sold two of its subsidiaries; US based subsidiary, First Shot Centres LLC, and B.C. subsidiary, Listing Llama LLC, to a company controlled by the President of the Company. The subsidiaries were sold for $300,000, which was settled by a reduction to shareholder loan.
-
(b) On April 23, 2021, the Company approved a name change from First Shot Fund Inc. to PintoWest Properties Inc.
-
(c) On June 15, 2021 the Company acquired all of the issued and outstanding common shares of 1029804 BC Ltd. (DBA Hyde Mountain), located in Sicamous, British Columbia, for $5,300,000. The Company will make payments as follows:
-
$150,000 by way of a deposit on June 15, 2021
-
$1,350,000.00 on June 15, 2021; and
-
$3,800,000 through "Vendor Financing", which means a loan from the seller to the Company in the amount of $3,800,000 amortized over three (3) years commencing on June 15, 2021 (the “Term”), having the following terms and conditions:
-
70% of net sale proceeds from any sales of any RV Lots sold by the acquired company during the term of three years commencing on June 15, 2021 shall be paid to the vendor and credited towards the Vendor Financing;
-
$1,000,000 on or before April 30, 2022 (the “2022 Payment);
-
$1,000,000 on or before April 30, 2023 (the “2023 Payment”);
-
The remaining balance of the financing (the “Balance”) on or before April 30, 2024 (the “Final Payment Date”), provided that should the acquired company’s shares have an appraised value that is less than $10,000,000 as at the Final Payment Date, and/or if the road highway access which relates to the construction of the upgraded Trans-Canada Highway and Bruhn Bridge is delayed and the development is restricted to the number of RV Lots as established by the current zoning, the Company will not be required to pay the balance, the balance will be forgiven by the vendor, and the vendor financing will be deemed to be fully paid and satisfied.
-
Should losses in the acquired company in any given year after the completion date exceed $100,000, and should at the time such losses occur, the Company shall be entitled to deduct and retain from the 2022 Payment, the 2023 Payment and the Balance, as applicable, such amount or amounts exceeding the $100,000 loss incurred by the acquired company in that given year.
22
PINTOWEST PROPERTIES INC. (FORMERLY FIRSTSHOT FUND INC.) Notes to the Consolidated Financial Statements Years Ended December 31, 2020 and 2019 (Expressed in Canadian dollars)
15. Subsequent Events (continued)
- Should the acquired company have titles to the RV lots by the 2023 payment due date, $300,000 of the 2023 payment will be paid to the vendor by way of the transfer of three RV Lots. Should the acquired company be unable to provide titles to the RV Lots by the 2023 payment for any reason, or should the Company prepay the whole of the balance before the acquired company has titles to the RV lots, the 2023 Payment or Balance as applicable, will be reduced by $300,000.
23