AI assistant
Global Tactical Metals Corp. — Audit Report / Information 2020
Aug 20, 2021
45589_rns_2021-08-20_dd7951af-cdf9-4008-8be8-6db19516159e.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
JERICO EXPLORATIONS INC.
Financial Statements September 30, 2020
(Stated in Canadian Dollars)
Stern & Lovrics LLP
Chartered Professional Accountants
Samuel V. Stern, BA, CPA, CA George G. Lovrics, BComm, CPA, CA
Nazli Dewji, BA, CPA, CMA
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Jerico Explorations Inc.
Opinion
We have audited the financial statements of Jerico Explorations inc. (the "Company"), which comprise the statements of financial position as at September 30, 2020 and 2019 and the statements of comprehensive loss, changes in shareholders deficit and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).
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 Financial Statements" section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the 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.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 in the financial statements which describes certain conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.
Other Information
Management is responsible for the other information. The other information comprises the Management Discussion and Analysis.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit 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 in this auditor's report. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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:
• Identify and assess the risks of material misstatement of the 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
1210 Sheppard Avenue East, Suite 302, Toronto, Ontario M2K 1E3 Tel: (416) 499-8848 Fax: (416) 491-5301
control.
- 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- 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 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.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor's report is George G. Lovrics.
Toronto, Ontario
August 20, 2021 Chartered Professional Accountants Licensed Public Accountants
1210 Sheppard Avenue East, Suite 302, Toronto, Ontario M2K 1E3 Tel: (416) 499-8848 Fax: (416) 491-5301
| Note | September 30,2020 | September 30,2019 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash | $ | - | $ | - | |
| TOTALASSETS | $ | - | $ | - | |
| LIABILITIES | |||||
| Currentliabilities | |||||
| Accounts payable and accrued liabilities | $ | 8,500 | $ | - | |
| 8,500 | - | ||||
| NON CURRENT LIABILITIES | |||||
| Other liabilities | 5 | 4,749 | 4,749 | ||
| TOTAL LIABILITIES | 13,249 | 4,749 | |||
| SHAREHOLDERS'DEFICIT | |||||
| Share capital | 3 | 691,529 | 691,529 | ||
| Reserve | 3 | 208,035 | 208,035 | ||
| Deficit | (912,813) | (904,313) | |||
| TOTAL DEFICIT | (13,249) | (4,749) | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | - | $ | - |
Going Concern – Note 2
Approved on behalf of the Board:
Director Director
"Nikolai Vassev" "Joshua Kasakevich"
Jerico Explorations Inc. Statements of Comprehensive Loss For the years ended September 30, 2020 and 2019 (Stated in Canadian Dollars)
| Note | Year endedSeptember 30,2020 | Year endedSeptember 30,2019 | |
|---|---|---|---|
| Expenses | |||
| Professional fees | $ 8,500 | $- | |
| (8,500) | - | ||
| Comprehensive lossfor the year | $ (8,500) | -$ | |
| Loss per share – basic and diluted | $ (0.00) | $ 0.00 | |
| Weighted average number ofsharesoutstanding – basic and diluted | 6,699,001 | 6,699,001 |
Jerico Explorations Inc. Statements of Changes in Shareholders' Deficit For the years ended September 30, 2020 and 2019 (Stated in Canadian Dollars)
| Numberofshares | Amount | Reserve | Deficit | Total | |
|---|---|---|---|---|---|
| BalanceatSeptember 30,2018Netandcomprehensive lossfortheyear | 6,699,001- | $ 691,529- | $ 208,035- | $ (904,313)- | $ (4,749)- |
| BalanceatSeptember 30,2019Netandcomprehensive lossfortheyear | 6,699,001- | 691,529- | 208,035- | (904,313)(8,500) | (4,749)(8,500) |
| BalanceatSeptember 30,2020 | 6,699,001 | $ 691,529 | $ 208,035 | $(912,813) | $ (13,249) |
Jerico Explorations Inc. Statements of Cash Flows For the years ended September 30, 2020 and 2019 (Stated in Canadian Dollars)
| Year endedSeptember 30,2020 | Year endedSeptember 30,2019 | |
|---|---|---|
| OperatingActivitiesNet loss for the year | $ (8,500) | -$ |
| Changesin non-cash working capital items: | ||
| Accounts payable and accrued liabilities | 8,500 | - |
| Net cash flows used in operating activities | - | - |
| Financing Activities | ||
| Proceeds on issuance of common shares | - | - |
| Net cash flows from financing activities | - | - |
| Change in cash during the year | - | - |
| Cash, beginning of the year | - | - |
| Cash, end of the year | -$ | $ - |
1. Nature of operations and going concern
Jerico Explorations Inc. (the "Company" or "Jerico") was incorporated under the Canada Business Corporations Act on February 2, 2004 and commenced operations on that date. On August 26, 2005, the Company's common shares were listed for trading on the TSX Venture Exchange ("TSX-V") (trading symbol JRC). The Company was in the business of acquisition, exploration and development of mineral properties.
The address of the Company's corporate office and principal place of business #3606 - 833 Seymour Street Vancouver, British Columbia, V6B 0G4.
Until 2013, the Company was exploring its mineral property interests. At that time, it ceased all exploration. The Company's continuing operations and the underlying value and recoverability of the amounts shown for mineral properties and exploration advance were entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its mineral property interests, and on future profitable production or proceeds from the disposition of the mineral property interests. The Company's success was subject to a number of risks including environmental risks, contractual risks, legal and political risks, fluctuations in the price of minerals and other factors beyond the Company's control.
On Monday, March 11, 2013, the Company received notice from the TSX Venture Exchange that the Corporation's common shares were suspended from trading effective March 8, 2013, as a result of a Cease Trade Order ("CTO") issued by the British Columbia Securities Commission ("BCSC"). The CTO was issued because the Corporation was delayed in filing its first quarter financial statements, management discussion and analysis, and officer certifications for the first fiscal quarter ended December 31, 2012. The Alberta Securities Commission ("ASC") issued a cease trade order (the "ASC CTO") against the Company on June 10, 2013 for the Company's failure to complete its financial filings. The shares were delisted on March 11, 2015.
These financialstatements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company was not expected to continue operations for the foreseeable future. As at September 30, 2020, the Company has a working capital deficiency of $8,500, an accumulated deficit of $912,813 and has not generated revenue from operations. These uncertainties cast significant doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to attain profitable operations and/or its ability to raise equity capital or borrowings sufficient to meet its current and future obligations.
The Company will have to raise funds in the future to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future.
Further, in March 2020, the World Health Organization declared coronavirus COVID – 19 a global pandemic which has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposing quarantine period and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown currently, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
2. Significant accounting policies
Statement of Compliance with International Financial Reporting Standards("IFRS")
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
These financialstatements were authorized for issue on August 20, 2021 by the directors of the Company.
Basis of Presentation
These financialstatements have been prepared on an accrual basis and are based on historical costs except for certain financial instruments, which are measured at fair value as explained in the significant accounting policies set out in Note 2. The financial statements are presented in Canadian dollars which is the Company'sfunctional currency.
Management estimates and assumptions
These financial statements have been prepared on an accrual basis and are based on historical costs except for certain financial instruments, which are measured at fair value as explained in the significant accounting policies set out in Note 2. The consolidated financial statements are presented in Canadian dollars which isthe Company'sfunctional currency.
The preparation of these financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the current period. These estimates are reviewed periodically and adjustments are made to income as appropriate in the year they become known. Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
- The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
- Going concern the assessment of the Company's ability to continue as a going concern involves judgement regarding future funding available for its operations and working capital requirements as discussed in note 2.
Share-basedPayments
The Company operates an incentive stock option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or servicesreceived or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The fair value of share-based payments is charged to the statement of comprehensive loss with a corresponding credit recorded to the reserve account. The fair value of options is determined using the Black–Scholes Option Pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instrumentsthat eventually vest.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive loss/income over the remaining vesting period.
The Company recognizes share issue costs for the fair value of agents' warrants issued as finder's fees in connection with private placements. The fair value calculated is recorded as share issue costs with a corresponding credit to the reserve account. The Company uses the Black-Scholes Option Pricing model to determine the fair value of the warrantsissued.
The Black-Scholes Option Pricing model requires management to make estimates, which are subjective and may not be representative of actual results. Changes in assumptions can materially affect estimates of fair values.
All equity-settled share-based payments are reflected in the reserve account, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in the reserve account is credited to share capital along with the consideration paid.
Financial Instruments
All financial assets not classified at amortized cost or fair value through other comprehensive income ("FVOCI") are measured at fair value through profit or loss ('FVTPL"). On initial recognition, the Company can irrevocably designate a financial asset at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at FVTPL:
• It is held within a business model whose objective is to hold the financial asset to collect the contractual cash flows associated with the financial asset instead of selling the financial asset for a profit or loss;
• Its contractual terms give rise to cash flows that are solely payments of principal and interest.
All financial instruments are initially recognized at fair value on the statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statement of loss and comprehensive loss for the period. Financial assets classified at amortized cost and financial liabilities are measured at amortized cost using the effective interest method.
The Company classified cash at amortized cost and accounts payable and accrued liabilities and shareholder loans at amortized cost.
Impairment of financial assets:
The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with any financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward-looking information.
Financial instruments recorded at fair value:
Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the 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)
As at September 30, 2020 and September 30, 2019, the Company did not have any financial instruments recorded at fair value.
Income Taxes
Current income taxes:
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, in the countries where the Group operates and generatestaxable income.
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 profit or 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.
Deferred income taxes:
Deferred income tax is provided based 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 profit 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 orsubstantively enacted by the end ofthe 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.
Basic and Diluted Loss Per Share
Basic loss per share is computed by dividing the net loss applicable to the common shares of the Company by the weighted average number of common shares outstanding for the relevant period.
Diluted loss per share is computed by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. The dilution is calculated based upon the net number of common shares issued should "in the money" options and warrants be exercised and the proceeds used to repurchase common shares at the average market price during the period. For the periods presented, diluted loss per share was equal to basic loss per share as the dilutive effect was anti-dilutive.
Share Capital
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments.
Costs directly attributable to the issue of new shares are recognized in equity as a deduction from the proceeds. Costs attributable to the listing of existing shares are expensed as incurred.
Proceeds received on the issuance of units, consisting of common shares and share purchase warrants are
allocated to common shares.
Nature of provisional liabilities
In accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, provisions for risks and expenses are recognized to cover probable outflows of resources that can be estimated and that result from present obligations resulting from past events. In the case where a potential obligation resulting from past events exists, but where occurrence of the outflow of resources is not probable or the estimate is not reliable, these contingent liabilities are disclosed in off-balance sheet commitments and litigation. The provisions are measured based on management's best estimate of outcome on the basis of facts known at the reporting date.
As at September 30, 2020 and September 30, 2019, the Company did not have any provisions.
Changes in accounting policies
Certain pronouncements were issued by the IASB or IFRIC that are mandatory for the Company's accounting period beginning on October 1, 2019. The following amendment has been adopted:
IFRS 16, Leases ("IFRS 16") On January 13, 2016, the IASB published a new standard, IFRS 16, Leases, eliminating the current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases and off-balance sheet operating leases. Under the new standard, a lease becomes an onbalance sheet liability that attracts interest, together with a new right-of-use asset. In addition, lessees will recognize a front-loaded pattern of expense for most leases, even when cash rentals are constant. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier adoption permitted. On October 1, 2019, the Company adopted IFRS 16. The adoption of this standard does not have a material impact on the Company's consolidated financial statements.
3. Share Capital
Authorized:
Unlimited common shares without par value.
Issued:
| Number of common shares | $ Amount | $ Reserve | |
|---|---|---|---|
| Common shares outstanding | |||
| September 30, 2020 and 2019 | 6,699,001 | $ 691,529 | $ 208,035 |
Reserve:
The reserve account records items recognized as stock-based compensation expense until such time that the stock options are exercised, at which time the corresponding amount will be transferred to share capital.
Warrants:
No warrants were issued in the periods ended September 30, 2020 or 2019. No warrants were outstanding at September 30, 2020 or 2019.
Stock options:
The Company followsthe policies of the TSX-V under which it is authorized to grant options of up to 10% of its issued and outstanding common shares to its officers, directors, employees and consultants. Under the policies, the exercise price of the stock options must equal the market price of the Company's stock on the date of grant. The options can be granted for a maximum term of five years.
Pursuant to the Company's Stock Option Plan, unless otherwise determined by the directors, stock options will vest on the grant date, except for options granted to persons undertaking investor relations activities, which will vest 25% every three months for twelve months.
No Stock options were issued in the periods ended September 30, 2020 or 2019. No stock options were outstanding at September 30, 2020 or 2019.
4. Related Party Transactions
Related party balances
Related parties include directors, officers, close family members, certain consultants and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.
The Company did not report any remuneration of directors and key management personnel for the periods ended September 30, 2020 or September 30, 2019.
There were no amounts due to related parties in accounts payable and accrued liabilities at September 30, 2020 or September 30, 2019.
5. Other Payables
Subsequent to the year ended September 30, 2014, the Company transferred $4,749 of liabilities (the "Statute-barred Claims") to non-current liabilities on the basis that any claims in respect of the Statute-barred Claims were statute barred under the Limitations Act (British Columbia). The Statute-barred Claims relate to liabilities of third parties. Under IFRS, a financial liability can only be derecognized from the Company's Statement of Financial Position when it is extinguished, meaning only when the contract is discharged or canceled or expires. The effect of the Limitations Act is to prevent a creditor from enforcing an obligation, but it does not formally extinguish the financial liability under IFRS.
It is the position of management of the Company that the Statute-barred Claims cannot be enforced by the creditors, do not create any obligation for the Company to pay out any cash and do not affect the financial or working capital position of the Company. The Statute-barred Claims are required to be reflected on the Company's Statement of Financial Position as a result of the current interpretation of IFRS, but they are classified as non-current liabilities as the Company has no intention to pay these Statute-barred Claims and the creditors cannot enforce payment of the Statute-barred Claims.
6. Financial Instruments and Risk Management
The Company'sfinancial instrumentsinclude trade payables, loan payable and due to related parties.
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors its risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to creditrisk isin its cash accounts. This risk is managed through the use of major banks which are high credit quality financial institutions as
determined by rating agencies. As at September 30, 2020, the Company held no cash.
Liquidity and funding risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company's objective in managing liquidity risk is to maintain sufficient readily available capital in order to meet itsliquidity requirements.
Funding risk is the risk that market conditions will impact the Company's ability to raise capital through equity markets under acceptable terms and conditions. Under current market conditions both liquidity and funding risk have been assessed as high.
The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from financing activities and its holdings of cash.
Historically, the Company'ssources of funding have been the issuance of equity securitiesfor cash, primarily through private placements and amounts due from related parties. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity, or other funding.
| Withinone year | Between oneand five years | More thanfive years | ||
|---|---|---|---|---|
| Accounts payable and accruals | $ 8,500 | $ | - | -$ |
| Other liabilities | - | - | 4,749 | |
| $ 8,500 | $ | - | $ 4,749 |
The following is an analysis of the contractual maturities of the Company's non-derivative financial liabilities as at September 30, 2020:
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's loan payable and due to related parties are not exposed to any significant interest rate risk.
Foreign currency risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to material currency risk asitsfunctional currency isthe Canadian dollar. The Company does not hedge its exposure to fluctuationsin foreign exchange rates.
Fair values
The fair values of the Company'sfinancial assets and liabilities approximate their carrying amounts.
7. Capital Management
The Company manages its capital with the following objectives:
- to ensure sufficient financial flexibility to achieve the ongoing business objectives including pursuit of merger and acquisition opportunities; and
- to maximize shareholder return.
The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and financial markets in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, or adjusting spending. The capital structure is reviewed by management and the Board of Directors on an ongoing basis.
The Company considers its capital to be shareholders' equity, which at September 30, 2020 totaled a deficit of $13,249 (September 30, 2019, 2020 - deficit of $4,749). The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. Selected information is provided to the Board of Directors of the Company. The Company's capital management objectives, policies and processes have remained unchanged during the year ended September 30, 2020. The Company is not subject to any capital requirements imposed by a lending institution.
8. Deferred Income Taxes
A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:
| September 30, | September 30, | |
|---|---|---|
| 2020 | 2019 | |
| Loss before income taxes | $ (8,500) | -$ |
| Statutory tax rate | 26.5% | 26.5% |
| Expected income tax recovery | (2,000) | - |
| Tax rate changes | - | - |
| Permanent differences and other | - | - |
| Change in unrecognized deferred income tax assets | 2,000 | - |
| Deferred income tax recovery | -$ | -$ |
The Company hasthe following significant deductible temporary differencesforwhich no deferred tax asset has been recognized:
| September 30, | September 30, | ||
|---|---|---|---|
| 2020 | 2019 | ||
| Non-capital and net operating losses | $130,550 | $128,298 | |
| Capital losses | 100,975 | 100,975 | |
| 231,525 | 229,273 | ||
| Unrecognized deferred income tax asset | (231,525) | (229,273) | |
| Net deferred tax assets | -$ | -$ |
As future taxable profits of the Company are uncertain, no deferred tax asset has been recognized. As at September 30, 2020, the Company has approximately $493,000 in non-capital losses which can be offset against future taxable income in Canada and the United States. These losses expire in different stages up to and including 2040. The potential future tax benefit of these losses has not been recorded as a deferred tax asset valuation allowance has been provided due to the uncertainty regarding the realization of these
losses.
9. Subsequent Events
On April 27, 2021, the Company received partial revocation orders from the BCSC and the ASC authorizing the Company to complete a non-brokered private placement for aggregate gross proceeds of $70,000, through the issuance of 56,000,000 common shares in the capital of the Company at a price of $0.00125 per common share (the "Offering"). The Company completed the Offering on June 2, 2021 by issuing 55,999,998 common shares.