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Indigenous Bloom Hemp Corp. — Interim / Quarterly Report 2021
Aug 31, 2021
47231_rns_2021-08-31_e6d0e980-8cde-4591-80d9-6cd5ff1e6a4d.pdf
Interim / Quarterly Report
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INDIGENOUS BLOOM HEMP CORPORATION
Condensed Financial Statements Nine Months Ended February 28, 2021 (Expressed in Canadian dollars)
(unaudited)
INDIGENOUS BLOOM HEMP CORPORATION Condensed Statements of Financial Position
(Expressed in Canadian dollars)
| February 28, | May 31, | |
|---|---|---|
| 2021 | 2020 | |
| $ | $ | |
| (unaudited) | ||
| Assets | ||
| Current assets | ||
| Cash | 138,915 | – |
| GST receivable | 2,661 | – |
| Prepaid expenses | – | 5,000 |
| Due from Veritas Pharma Inc. (Note 10) | 11,755 | – |
| Total current assets | 153,331 | 5,000 |
| Non-current assets | ||
| Property and equipment (Note 3) | 435,000 | 419,074 |
| Right-of-use assets (Note 4) | 145,773 | 183,207 |
| Total non-current assets | 580,773 | 602,281 |
| Total assets | 734,104 | 607,281 |
| Liabilities | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities | 231,867 | 190,672 |
| Current portion of loans payable (Note 5) | 27,050 | 11,514 |
| Current portion of lease liabilities (Note 6) | 40,959 | 39,117 |
| Due to related parties (Note 7) | 673,122 | 556,317 |
| Total current liabilities | 972,998 | 797,620 |
| Non-current liabilities | ||
| Loan payable (Note 5) | 25,524 | 37,574 |
| Lease liabilities (Note 6) | 113,804 | 156,535 |
| Total non-current liabilities | 139,328 | 194,109 |
| Total liabilities | 1,112,326 | 991,729 |
| Shareholder’s deficit | ||
| Share capital (Note 8) | 347,501 | 1 |
| Deficit | (725,723) | (384,449) |
| Total shareholders’deficit | (378,222) | (384,448) |
| Total liabilities and shareholder’s deficit | 734,104 | 607,281 |
Nature of operations and continuance of business (Note 1) Commitment (Note 9)
Approved and authorized for issuance on behalf of the Board of Directors on June 7, 2021:
| /s/“Allen Szmyrko” Allen Szmyrko, Director |
/s/“Joshua Matvieshen” |
|---|---|
| Joshua Matvieshen, Director |
(The accompanying notes are an integral part of these condensed financial statements)
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INDIGENOUS BLOOM HEMP CORPORATION Condensed Statements of Operations and Comprehensive Loss (Expressed in Canadian dollars) (unaudited)
| Period from | ||||
|---|---|---|---|---|
| July 31, 2019 | ||||
| Three months | Three months | Nine months | (date of | |
| ended | ended | ended | incorporation) to | |
| February 28, | February 29, |
February 28, |
February 29, |
|
| 2021 | 2020 | 2021 | 2020 | |
| $ | $ | $ | $ | |
| Expenses | ||||
| Depreciation (Notes 3 and 4) | 27,461 | 19,628 | 86,050 | 58,658 |
| Interest | 2,859 | 2,934 | 9,675 | 9,644 |
| Licenses | – | 23,730 | 1,090 | 23,730 |
| Production costs | 13,927 | 5,599 | 188,008 | 173,565 |
| Professional fees | 36,313 | – | 55,446 | – |
| Repairs and maintenance | – | – | 1,005 | 2,593 |
| Travel | – | – | – | 7,806 |
| Total expenses | 80,560 | 51,891 | 341,274 | 275,996 |
| Net loss and comprehensive loss for theperiod | (80,560) | (51,891) | (341,274) | (275,996) |
| Net lossper share,basic and diluted | (0.00) | (519) | (0.02) | (2,760) |
| Weighted average shares outstanding | 20,000,000 | 100 | 18,901,104 | 100 |
(The accompanying notes are an integral part of these condensed financial statements)
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INDIGENOUS BLOOM HEMP CORPORATION Condensed Statements of Changes in Equity (Expressed in Canadian dollars) (unaudited)
(Expressed in Canadian dollars) (unaudited) |
|
|---|---|
| Deficit $ Total Shareholder’s deficit $ Share capital Number of shares Amount $ |
|
| Balance, May 31, 2020 Shares returned and cancelled Shares issued Net loss for the period |
100 1 (384,449) (384,448) (100) – – – 20,000,000 347,500 – 347,500 – – (341,274) (341,274) |
| Balance,February28,2021 | 20,000,000 347,501 (725,723) (378,222) |
| Balance, July 31, 2019 (date of incorporation Net loss for the period |
100 1 – 1 – – (275,996) (275,996) |
| Balance,February29,2020 | 100 1 (275,996) (275,995) |
(The accompanying notes are an integral part of these condensed financial statements)
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INDIGENOUS BLOOM HEMP CORPORATION Condensed Statements of Cash Flows (Expressed in Canadian dollars) (unaudited)
| Period from | ||
|---|---|---|
| July 31, 2019 | ||
| Nine months | (date of | |
| ended | incorporation) to | |
| February 28, | February 29, | |
| 2021 | 2020 | |
| $ | $ | |
| Operating activities | ||
| Net loss for the period | (341,274) | (275,996) |
| Items not involving cash: | ||
| Depreciation | 86,050 | 58,658 |
| Interest expense | 9,675 | 9,644 |
| Changes in non-cash working capital: | ||
| GST receivable | (2,661) | – |
| Prepaid expenses | 5,000 | – |
| Due from Veritas Pharma Inc. | (11,755) | – |
| Accounts payable and accrued liabilities | 18,921 | 154,145 |
| Due to relatedparties | (35,730) | 53,549 |
| Net cash used in operatingactivities | (271,774) | – |
| Financing Activities | ||
| Proceeds from loans payable | 15,000 | – |
| Proceeds from related parties | 92,610 | – |
| Repayments to related parties | (44,421) | – |
| Proceeds from issuance of common shares | 347,500 | – |
| Net cashprovided byfinancingactivities | 410,689 | – |
| Change in cash | 138,915 | – |
| Cash,beginningofperiod | – | – |
| Cash, end ofperiod | 138,915 | – |
| Non-cash investing and financing activities: | ||
| Property and equipment purchases paid by related parties | 64,542 | 406,455 |
| Property and equipment financed by loan payable | – | 55,612 |
| Leasepaymentspaid byrelatedparties | 35,730 | 48,945 |
(The accompanying notes are an integral part of these condensed financial statements)
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INDIGENOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Nine Months Ended February 28, 2021 (Expressed in Canadian dollars) (unaudited)
1. Nature of Operations and Continuance of Business
Indigenous Bloom Hemp Corporation (the “Company”) was incorporated on July 31, 2019 under the Canada Business Corporations Act. Its current focus is the production of hemp for commercial use. The Company’s head office is located at Suite 4000, 199 Bay Street, Toronto, ON.
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. The impact on the Company has not been significant, but management continues to monitor the situation.
These condensed financial statements have been prepared on the 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. As at February 28, 2021, the Company has not generated any revenues from operations, has a working capital deficit of $819,667, and has an accumulated deficit of $725,723. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. 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 condensed financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Significant Accounting Policies
(a) Basis of Preparation
These condensed financial statements have been prepared in accordance with International Financial Reporting Standards applicable to interim financial information, as outlined in International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” and using the accounting policies consistent with those in the audited financial statements as at and for the period ended May 31, 2020.
These condensed financial statements do not include all disclosures normally provided in annual financial statements and should be read in conjunction with the annual financial statements as at and for the period ended May 31, 2020. Interim results are not necessarily indicative of the results expected for the fiscal year.
- (b) Accounting Standards Issued But Not Yet Effective
Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.
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INDIGENOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Nine Months Ended February 28, 2021 (Expressed in Canadian dollars) (unaudited)
3. Property and Equipment
| Property and Equipment | |||
|---|---|---|---|
| Building | Equipment | Total | |
| $ | $ | $ | |
| Cost: | |||
| Balance, May 31, 2020 | 249,548 | 199,780 | 449,328 |
| Additions | 22,105 | 42,437 | 64,542 |
| Balance,February28,2021 | 271,653 | 242,217 | 513,870 |
| Accumulated depreciation: | |||
| Balance, May 31, 2020 | 1,834 | 28,420 | 30,254 |
| Additions | 5,286 | 43,330 | 48,616 |
| Balance,February28,2021 | 7,120 | 71,750 | 78,870 |
| Carrying amounts: | |||
| As at May 31, 2020 | 247,714 | 171,360 | 419,074 |
| As at February28,2021 | 264,533 | 170,467 | 435,000 |
4. Right-of-use Assets
Right-of-use assets is comprised of the following:
| Right-of-use Assets Right-of-use assets is comprised of the following: |
|
|---|---|
| Equipment | |
| $ | |
| Cost: | |
| Balance,May31,2020 and February28,2021 | 231,754 |
| Accumulated depreciation: | |
| Balance, May 31, 2020 | 48,547 |
| Additions | 37,434 |
| Balance,February28,2021 | 85,981 |
| Carrying amount: | |
| As at May 31, 2020 | 183,207 |
| As at February28,2021 | 145,773 |
5. Loans Payable
-
(a) As at February 28, 2021, the Company owed $37,574 (May 31, 2020 - $49,088) to a non-related party. Under the term of the loan, the amount is secured by first charge over certain of the Company’s equipment, bears interest at 4.65% per annum, and is repayable in one payment of $7,749 and four equal annual installments of $13,797 to the maturity date of January 1, 2024.
-
(b) As at February 28, 2021, the Company owed $15,000 (May 31, 2020 - $nil) to a non-related party which is non-interest bearing, unsecured, and due on demand.
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INDIGENOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Nine Months Ended February 28, 2021 (Expressed in Canadian dollars) (unaudited)
6. Lease Liabilities
| Lease Liabilities | |
|---|---|
| $ | |
| Balance, May 31, 2020 | 195,652 |
| Principal payments | (48,004) |
| Interest payments | 7,115 |
| Balance, February 28, 2021 | 154,763 |
| Less: current portion | 40,959 |
| Non-currentportion | 113,804 |
The lease liability was discounted using the rates noted in the lease agreements, which range from 4.36% - 7.50%.
7. Related Party Transactions
-
(a) As at February 28, 2021, the Company owed $668,122 (May 31, 2020 - $551,317) to the sole shareholder and companies controlled by the sole shareholder of the Company. The amount is unsecured, non-interest bearing, and due on demand.
-
(b) As at February 28, 2021, the Company owed $5,000 (May 31, 2020 - $5,000) to a company with a common director and where the sole shareholder of the Company is a director. The amount owed is unsecured, non-interest bearing, and due on demand.
8. Share Capital
-
(a) On June 15, 2020, the Company cancelled 100 founder’s shares.
-
(b) On June 15, 2020, the Company issued 3,500,000 common shares at $0.005 per share for proceeds of $17,500 to the sole shareholder of the Company.
-
(c) On June 15, 2020, the Company issued 16,500,000 common shares at $0.02 per share for proceeds of $330,000 to the sole shareholder of the Company.
9. Commitments
-
(a) On June 1, 2020, the Company entered into a one year service contract with a third-party contractor for farming and cultivation services. Per the agreement, the contractor is to receive $400 per acre planted and $600 per acre harvested, with a minimum area cultivated of 200 acres.
-
(b) On January 21, 2021, the Company executed a Technology License Agreement dated November 30, 2020 (as amended on June 6, 2021) with a third party (“Licensor”). The Licensor has developed and invented patent pending technology that can efficiently separate hemp and cannabis plant matter making the harvesting costs effective and streamlined (the “Technology”). The Company and the Licensor intend to commercialize the Technology. The Licensor will be responsible for the support and services of the Technology for a period of five years from November 30, 2020. The Company has an exclusive, worldwide license for which it will pay a license fee of $1,200,000 to the Licensor. The license fee will become due and payable upon the Company completing its first commercial sale of hemp products harvested using the technology and having a commercial value equal to or greater than the license fee. The Licensor will also be entitled to a royalty of 8% of gross sales on licensed products which are manufactured and sold by the licensee during the term of the agreement.
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INDIGENOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Nine Months Ended February 28, 2021 (Expressed in Canadian dollars) (unaudited)
10. Proposed Transaction
On September 4, 2020, the Company entered into an agreement to be acquired by Veritas Pharma Inc. (“Veritas”). The Company will transfer 100% of its issued and outstanding shares for aggregate consideration of $28,000,000 to be provided in common shares of Veritas, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.
On April 29, 2021, the acquisition agreement was approved by the shareholders of Veritas. The closing of the acquisition is subject to regulatory and Canadian Securities Exchange approval.
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