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Plank Ventures Ltd. — Annual Report 2023
Nov 29, 2023
47753_rns_2023-11-28_60bf7fab-9aab-4730-85f6-cbeefeb8ea48.pdf
Annual Report
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Plank Ventures Ltd.
Consolidated Financial Statements
(Expressed in Canadian Dollars)
For years ended July 31, 2023 and 2022
Index:
Independent Auditor's Report Consolidated Statements of Financial Position Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) Consolidated Statements of Changes in Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Plank Ventures Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Plank Ventures Ltd. (the "Company"), which comprise the consolidated statements of financial position as at July 31, 2023, consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders' equity, 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, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2023, and its financial performance and its cash flows for the year 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 Consolidated 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 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 in our audit is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the consolidated financial statements, which indicates that as at July 31, 2023, the Company has an accumulated deficit of $8,327,538 and that the continuing operations of the Company are dependent upon its ability to develop profitable operations in the future, increasing the value of its investments and raising adequate financing when necessary. As stated in Note 1, these events and conditions 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our auditor's report.
Valuation of Investments
As described in Note 11 to the consolidated financial statements, the carrying amount of the Company's investments was $6,265,158 as of July 31, 2023. As more fully described in Note 2 and 22 to the consolidated financial statements, the Company's investments include equity instruments and interests in certain funds that were not actively traded and/or did not have significant observable inputs that could be used to determine the fair value of these assets.

The principal considerations for our determination that performing procedures relating to the valuation of certain investments is a key audit matter are (i) the significant judgment used by management when assessing the assumptions and the valuation methodologies used and in developing the fair value estimates (ii) high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's assessment and determination of the fair value which include certain assumptions such as marketability discount, volatility, scenario analysis, control discount and (iii) the audit effort that involved the use of professionals with specialized skills and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures include, among others:
- Obtaining an understanding of the key controls over management's process in evaluating the fair value of investments.
- Utilizing our internal valuation expert to assess appropriateness of the valuation methodologies and certain key assumptions and estimates included in management's valuation.
- Assessing the competence and capabilities of management's expert.
- Examining purchase and or investment agreements, supporting documentation and assessing the reasonableness of the assumptions used by management in determining the fair value of the private company investments.
- Obtaining third party confirmations of the investments held.
Impairment of Intangible Assets and Goodwill
As described in Note 10 to the consolidated financial statements, the carrying amount of the Company's intangible assets, which includes goodwill, was $3,999,697 as of July 31, 2023. As more fully described in Notes 2 and 3 to the consolidated financial statements, management uses estimates and assumptions in determining the recoverable amount of intangible assets and goodwill for purposes of impairment testing. The Company completed an impairment test for its intangible assets and goodwill at year end at the cash generating unit ("CGU") level, resulting in no impairment.
The Company's analysis based on the value in use impairment analysis of the intangible assets and goodwill identified that the recoverable amount was higher than the carrying value. The value in use impairment model requires significant management judgement and estimation uncertainty of key inputs such as cash flows, growth and discount rates.
The principal considerations for our determination that impairment of the Company's intangible assets and goodwill is a key audit matter are the significant judgements used by management and are subject to estimation uncertainty which could have a material effect on the outcome of the impairment test. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence in connection with the estimates and judgements made by management in the determination of the recoverable amount of the intangible assets and goodwill.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures include, among others:
- Obtaining an understanding of the key controls over management's process in assessing impairment indicators and determining the recoverable amount of the CGU related to intangible assets and goodwill.
- Utilizing our internal valuation expert to assess appropriateness of the model and certain key assumptions used and estimates included in management's impairment test.
- Assessing the competence and capabilities of management's expert.
- Evaluating the assumptions used in the testing for consistency with the Company's historical performance and management's expectations.
- Performing sensitivity analysis on key inputs and assumptions.
Completeness and Accuracy of Revenue
As described in Note 23 to the consolidated financial statements, the Company recognized revenue of $5,383,192 for the year ended August 31, 2023. As more fully described in Note 2 to the consolidated financial statements, the Company recognized revenue from the development, administration, and hosting of contests and sweepstakes on social media platforms. Revenue from contracts with customers is recognized according to the five-step process: when a contractual arrangement is in place, each performance obligation is identified, the fee is determined and allocated to each performance obligation, and the services have been provided to the customer.
The principal considerations for our determination that the recognition of revenues is a key audit matter are the volume of low value transactions and the significant value of total revenue recognized. This in turn lead to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence for revenues recognized.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:
- Obtaining an understanding of the key controls associated with the Company's material revenue cycles.
- Evaluating the appropriateness of management's assessment of revenue recognition criteria based on the Company's operations.
- Performing substantive testing procedures over a sample of revenue transactions to contracts, invoices, and cash receipts to ensure completeness, occurrence and accuracy of revenue recognized.
- Assessing Company's revenue recognition accounting policy is in accordance with applicable accounting standards.
Other Information
Management is responsible for the other information. The other information obtained at the date of this auditor's report includes 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 audit 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 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, 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 IFRS, 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:
- 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.
- 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 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.
- 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.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Carmen Newnham.
November 28, 2023
Vancouver, Canada Chartered Professional Accountants
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| PLANK VENTURES LTD.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(Expressed in Canadian Dollars)NotesJuly 31, 2023ASSETSCurrent AssetsCash and restricted cash5$2,085,652$Accounts and other receivables61,622,036Loan receivable9158,406Prepaid expenses31,7873,897,881Non-Current AssetsEquipment75,951Right-of-use asset8-Intangible assets103,999,697Investments116,265,158TOTAL ASSETS$14,168,687$LIABILITIESCurrent LiabilitiesAccounts payable and accrued liabilities12,17$2,532,130$Current portion of lease liability13-Current portion of term loans payable14, 155,246,320Deferred revenue18572,1148,350,564Non-Current LiabilitiesTerm loans payable1453,471Long-term note payable19346,691Deferred tax liability403,819TOTAL LIABILITIES9,154,545SHAREHOLDERS' EQUITYShare capital163,951,162Contributed surplus6,543,083Share based payment reserves16209,952Equity portion of debt15989,269Accumulated other comprehensive loss(16,809)Accumulated deficit(8,327,538)Equity attributable to shareholders of the Company3,349,119Non-controlling interest201,665,023TOTAL SHAREHOLDERS' EQUITY5,014,142TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$14,168,687$Nature of operations and going concern uncertainty1Subsequent events25Approved on behalf of the board on November 28, 2023"Brian O'Neill""Laurie Baggio"Brian O'Neill, DirectorLaurie Baggio, Director | |||
|---|---|---|---|
| July 31, 2022 | |||
| 2,667,8511,140,086109,36184,7654,002,0631,7097,9174,239,5243,616,53111,867,7443,308,6197,3959,068583,8523,908,9343,392,646481,227399,3538,182,1603,951,1626,543,08374,115686,607(93,201)(8,796,827)2,364,9391,320,6453,685,58411,867,744 | |||
| See accompanying notes to the consolidated financial statements. |
| CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)Notes2023REVENUESales revenue23$5,383,192$COST OF REVENUEHosting charges and other524,596Gross Profit4,858,596EXPENSESAmortization7,8,10376,231Management and consulting fees17336,000Personnel2,826,613Professional fees17490,717Office and administration17784,915Share-based payments16,17135,837Foreign exchange19,8214,970,134Interest expense13,14,15,17,19898,395Interest income9(51,303)Loss on early loan repayment-Dividend income11(8,377)-Loss on equity investment11109,915Gain on sale of investments-Loss on debt extinguishment27,530-Gain on government grant14-Fair value (gain) loss on investments11(1,933,872)Fair value loss on purchase option10-(957,712)Net income (loss) for the year before tax846,174Deferred income tax recovery246,218Net Income (loss) for the year$852,392$Net income (loss) attributable to:$469,289$Shareholders of the parent companyNon-controlling interest20383,103$852,392$Other comprehensive income (loss):Foreign currency translation gain (loss) attributed to equity$76,392$shareholders of the parent companyForeign currency translation gain (loss) attributed to NCI20(38,725)Comprehensive income (loss) for the year$890,059$Income (loss) per shareBasic$0.03$Diluted$0.03$Weighted average number of common shares outstandingBasic17,740,019 | PLANK VENTURES LTD.(Expressed in Canadian Dollars) | |||
|---|---|---|---|---|
| Year ended July 31,20224,196,725474,5153,722,210291,120320,9332,357,318337,101790,82350,58328,0874,175,965639,135(25,474)50,89265,597(70,863)(34,539)683,9051,5101,310,163(1,763,918)297,794(1,466,124)(1,470,375)4,251(1,466,124)23,206(31,258)(1,474,176)(0.08)(0.08)17,740,019 | ||||
| 17,740,01917,740,019Diluted |
PLANK VENTURES LTD. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
| PLANK VENTURES LTD. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | ||||||||||
| (Expressed in Canadian dollars) | ||||||||||
| Share capital | ||||||||||
| Share | Accumulated | |||||||||
| based | Equity | other | Non | |||||||
| Number | Contributed | payment | portion | comprehensive | Accumulated | controlling | ||||
| Note | of shares | Amount | surplus | reserves | of debt | income (loss) | deficit | interest | Total | |
| Balance at July 31, 2021 | 17,740,019 | $3,951,162 | $ 6,543,083 | $ 23,532 | $635,797 $ | (116,407) | $ (7,326,452) | $ 1,347,652 | $ 5,058,367 | |
| Share-based payments | 16 | - | - | - | 50,583 | - | - | - | - | 50,583 |
| Equity portion of debt | 15 | - | - | - | - | 50,810 | - | - | - | 50,810 |
| Foreign currency translation | 20 | - | - | - | - | - | 23,206 | - | (31,258) | (8,052) |
| Net income (loss) for the year | 20 | - | - | - | - | - | - | (1,470,375) | 4,251 | (1,466,124) |
| Balance at July 31, 2022 | 17,740,019 | $3,951,162 | $ 6,543,083 | $ 74,115 | $686,607 $ | (93,201) | $ (8,796,827) | $ 1,320,645 | $ 3,685,584 | |
| Share-based payments | 16 | - | - | - | 135,837 | - | - | - | - | 135,837 |
| Equity portion of debt | 15 | - | - | - | - | 302,662 | - | - | - | 302,662 |
| Foreign currency translation | 20 | - | - | - | - | - | 76,392 | - | (38,725) | 37,667 |
| Net income for the year | 20 | - | - | - | - | - | - | 469,289 | 383,103 | 852,392 |
| Balance at July 31, 2023 | 17,740,019 | $3,951,162 | $ 6,543,083 | $209,952 | $989,269 $ | (16,809) | $ (8,327,538) | $ 1,665,023 | $ 5,014,142 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
| (Expressed in Canadian Dollars) | |||
|---|---|---|---|
| Years ended July 31, | |||
| Note | 2023 | 2022 | |
| OPERATING ACTIVITIES | |||
| Net loss for the year | $ | 852,392 $ (1,466,124) | |
| Items not affecting cash | |||
| Amortization | 376,231 | 291,120 | |
| Interest expense | 895,320 | 638,525 | |
| Unrealized foreign exchange | 54,108 | 3,254 | |
| Deferred income tax expense (recovery) | (6,218) | (297,794) | |
| Share-based payments | 135,837 | 50,583 | |
| Gain on impaired investments | - | (39,290) | |
| Fair value loss on purchase option | - | 1,510 | |
| Gain on government grant | - | (34,539) | |
| Loss on debt extinguishment | 27,530 | - | |
| Loss on early loan repayment | - | 50,892 | |
| Fair value (gain) loss on investments | (1,933,872) | 683,905 | |
| Loss on equity investment | 109,915 | 65,597 | |
| Accrued interest income | (16,245) | (10,015) | |
| Net changes in non-cash working capital | |||
| Accounts receivable | (451,038) | (66,329) | |
| Restricted cash | 341,374 | (667,848) | |
| Prepaid expenses | 54,921 | 20,190 | |
| Deferred revenue | (27,810) | (55,857) | |
| Accounts payable and accrued liabilities | (543,356) | 1,086,570 | |
| Net cash provided by (used in) operating activities | (130,911) | 254,350 | |
| INVESTING ACTIVITIES | |||
| Acquisition of subsidiary | - | (1,238,688) | |
| Acquisition of equipment | (4,922) | (2,105) | |
| Cash assumed from acquisition of subsidiary | - | 50,585 | |
| Cash investments made | (675,000) | (845,000) | |
| Loan receivable made | (210,000) | (100,000) | |
| Proceeds from loans receivable | - | 114,505 | |
| Net cash used in investing activities | (889,922) | (2,020,703) | |
| FINANCING ACTIVITIES | |||
| Proceeds from related party loans | 1,350,000 | 1,300,000 | |
| Loan repayments | (10,543) | (1,325,059) | |
| Lease payments | (12,603) | (17,785) | |
| Repayment of promissory note | (546,846) | (309,600) | |
| Net cash provided by (used in) financing activities | 780,008 | (352,444) | |
| NET CHANGE IN CASH | (240,826) | (2,118,797) | |
| CASH, BEGINNING OF THE YEAR | 1,495,119 | 3,613,916 | |
| CASH, END OF THE YEAR | 5$ | 1,254,293 | $1,495,119 |
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
1. NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY
Plank Ventures Ltd. ("Plank" or the "Company") was incorporated on May 1, 2013, under the Business Corporations Act. The Company's registered and records office is located at 750 West Pender Street, Suite 401, Vancouver, BC, V6C 2T7. Plank is a public company whose shares are listed on the Canadian Securities Exchange ("CSE") under the symbol "PLNK". The Company invests in business opportunities in the technology area and SaaS businesses with a focus on marketing via social media and promotion. The target investments are early-stage start-ups that already have developed a customer and revenue base and are seeking funding for expansion.
These consolidated financial statements have been prepared using the going concern assumption, which assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of business. As at July 31, 2023, the Company had an accumulated deficit of $8,327,538.
The continuing operations of the Company are dependent upon its ability to develop profitable operations in the future, increasing the value of its investments, and raising adequate financing when necessary. As of July 31, 2023, the Company had a cash balance of $2,085,652 to settle current liabilities of $8,350,564. Management is of the opinion that the Company has access to available financial capital resources to either raise additional capital or renegotiate maturity of its liabilities to sustain its operations for the foreseeable future and that the going concern assumption is appropriate.
There can be no assurance that the Company will be successful in achieving profitability or maintaining a necessary cash balance to finance operations. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, and such adjustments may be material.
There are many external factors that can adversely affect general workforces, economies, and financial markets globally such as global health conditions and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of the adverse results of these factors and the effects on the Company's business or ability to raise funds.
2. BASIS OF PRESENTATION
These consolidated financial statements were authorized for issue on November 28, 2023 by the Board of Directors of the Company.
Statement of Compliance
These consolidated financial statements have been prepared in compliance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.
Presentation Currency
The consolidated financial statements are presented in Canadian dollars, which is the functional currency of Plank Ventures Ltd.
Basis of Measurement
These consolidated financial statements have been prepared on a historical cost basis except for
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
2. BASIS OF PRESENTATION (CONT'D)
financial instruments classified as fair value through profit or loss, which are stated at fair values. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
Use of Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results could differ from those estimates.
Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:
Business combinations
The determination of whether a set of assets acquired, and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or economic benefits. The acquisition of Promotion Activators Management, LLC during the year ended July 31, 2022, was assessed as a business combination.
Level of control or influence over companies
The accounting for investments in other companies can vary depending on the degree of control and influence over those other companies. Management is required to assess at each reporting date the Company's control and influence over these other companies. Management has used its judgment to determine which companies are controlled and require consolidation and those which are significantly influenced and require equity accounting.
Intangible assets and goodwill
Management has determined that capitalized intangible asset costs may have future economic benefits and may be economically recoverable. Management uses estimates in determining the recoverable amount of intangible assets and goodwill. Intangible assets are assessed for impairment indicators at each reporting date and goodwill is tested for impairment annually. The determination of the recoverable amount for the purposes of impairment testing requires the use of estimates, such as anticipated future cash flows and discount rates.
The amortization expense related to intangible assets is determined using estimates relating to the useful lives of the intangible assets.
Valuation techniques of certain investments (Level 3)
The fair value of investments is measured using a market approach. The determination of the fair value requires significant judgement by the Company and includes the use of market multiples of comparable companies and other valuation techniques.
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. The Company uses an independent valuation expert to assess non-public investment values as the basis for any adjustment to the carrying value and to assess goodwill for impairment. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
2. BASIS OF PRESENTATION (CONT'D)
Revenue recognition
Income taxes
Principles of Consolidation
| Revenue from contracts with customers is recognized according to the five-step process: when a | |||
|---|---|---|---|
| contractual arrangement is in place, each performance obligation is identified, the fee is determined | |||
| and allocated to each performance obligation, and the services have been provided to the customer.The Company derives revenue from the development, administration, and hosting of contests andsweepstakes on social media platforms. | |||
| The Group's principal sources of revenue and recognition of these revenues are set out in Note 3. | |||
| Income taxesIn assessing the probability of realizing income tax assets, management makes estimates related toexpectation of future taxable income, applicable tax opportunities, expected timing of reversals ofexisting temporary differences and the likelihood that tax positions taken will be sustained uponexamination by applicable tax authorities. In making its assessments, management gives additional | |||
| weight to positive and negative evidence that can be objectively verified. | |||
| Principles of ConsolidationThese consolidated financial statements include the accounts of the Company and its controlledsubsidiaries. Details of controlled subsidiaries are as follows: | Percentage owned* | ||
| Country of | July 31, 2023 | July 31, 2022 | |
| Exahash Cryptomining Corp. ("Exahash") | incorporationCanada | 100% | 100% |
| Votigo, Inc. ("Votigo") | USA | 40.62% | 40.62% |
| * Percentage of voting power is in proportion to ownership |
Laughton Marketing Communications, Inc. dba US Sweepstakes and Fulfilment Company ("US Sweeps"), a Rochester, NY based sweepstakes and fulfilment company is a wholly owned subsidiary of Votigo. Votigo acquired US Sweeps on October 29, 2020 (Note 4). Promotions Activators Management, LLC ("Promotion Activators"), a company in the sweepstakes and contest administration space is a wholly owned subsidiary of Votigo. Votigo acquired Promotion Activators on April 1, 2022 (Note 4).
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
Basis of Consolidation
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. Potential voting rights that are presently exercisable or convertible are taken into account in the assessment of whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. Subsidiaries are deconsolidated on the date that control ceases.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
The consolidated financial statements include the assets, liabilities, revenues and expenses of the Company's controlled subsidiaries. All inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.
Business Combinations
Acquisitions which meet the definition of a "business", as defined in IFRS 3 – Business Combinations (IFRS 3), are accounted for as a business combination using the acquisition method and require the purchase price to be allocated to the fair values of the net assets acquired, including any intangible assets that may have arisen as a result of the acquisition, with the remainder of the purchase price allocated to goodwill. Those acquisitions which did not meet the definition of a business are accounted for as a purchase of assets. The judgments applied to making this determination includes assessing whether the acquisition contains inputs, processes, and outputs as described in IFRS 3 to be considered a business combination.
Functional and Presentation Currency
The Company's and Exahash's functional currency and reporting currency is the Canadian dollar and transactions in foreign currencies are translated into Canadian dollars at rates of exchange at the time of such transactions. Monetary assets and liabilities denominated in foreign currencies are translated at reporting period rate of exchange. Non-monetary assets and liabilities denominated in foreign currencies are translated at historical exchange rates. Revenue and expenses denominated in foreign currencies are translated at the annual average exchange rate. Gains and losses resulting from the translation adjustments are included in net income (loss).
The functional currency of Votigo, US Sweeps, and Promotion Activators is the US dollar. The assets and liabilities of Votigo, US Sweeps, and Promotion Activators included in these consolidated financial statements are translated from functional currency to the Company's presentation currency using the exchange rates at period end. Income, expenses, and cash flow items included in these consolidated financial statements are translated from functional currency to the Company's presentation currency using the exchange rate that approximates the exchange rates at the date of the transactions (i.e., the average rate for the period). The differences arising upon translation from
the functional currency to the reporting currency is recorded as foreign currency translation adjustment in the other comprehensive income and remain in the other comprehensive income until a subsidiary is partially or fully disposed of, or until the Company determines that it is abandoning all of the non-financial assets which are held by that subsidiary. Upon disposal, the corresponding foreign currency translation adjustment is removed from other comprehensive income as is recognized as realized foreign exchange gain or loss in net income.
Revenue Recognition
Revenue from contracts with customers is recognized according to the five-step process: when a contractual arrangement is in place, each performance obligation is identified, the fee is determined and allocated to each performance obligation, and the services have been provided to the customer. The Company derives revenue from the development, administration, and hosting of contests and sweepstakes on social media platforms. The Company's revenue recognition policy for these revenues is as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
- (i) Contest and One-Time Development revenue is recognized once the contest related services are performed as per contract specifications,
- (ii) Website Hosting and Contest Upkeep revenue is recognized evenly over the period of the contest,
- (iii) Fulfillment revenue is recognized when prize fulfillment is complete,
- (iv) Votigo Platform revenue is recognized evenly over the subscription period.
The Company's approach for recognizing revenue and deferred revenue is based on IFRS 15 guidance. Only revenue that has met the performance obligation criteria is recognized as revenue, transactions that has not satisfied the performance obligation are recorded as deferred revenue until performance obligations are met.
Intangible Assets and Goodwill
Intangible assets with finite lives consist of acquired technologies, software brand names and customer relationships. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are measured at cost less accumulated amortization and accumulated impairment losses.
Amortization commences once the underlying asset is complete and put into use. Cost for intangible assets acquired in a business combination represents the fair value of the asset at the time of the acquisition. Intangible assets acquired consists mainly of brand names, online platform, customer relationships, and non-compete agreements. Amortization of brand name, online platform and customer relations is calculated on a straight-line basis over their estimated useful lives of 10 years, amortization of the non-compete agreement is calculated on a straight-line basis over the length of the agreement.
Goodwill is not amortized but is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to the Cash Generating Unit (CGU) or group of CGUs to which it relates.
Equipment
Equipment is recorded at historical cost less accumulated depreciation and accumulated impairment losses.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All repairs and maintenance are charged to the consolidated statement of income (loss) and comprehensive income (loss) during the period in which they are incurred.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statement of loss and comprehensive loss.
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Depreciation is calculated on declining balance method whereby the depreciation rate is applied to the net book value of equipment. The depreciation rates applicable to each category of equipment are as follows:
| Class of property, plant and equipment | Depreciation rate |
|---|---|
| Computer and office equipment | 33% |
Financial Instruments
Financial assets
On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income/loss.
The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Cash and restricted cash, trade and other receivables and loans receivable are measured at amortized cost with subsequent impairments recognized in profit or loss and investments are classified as FVTPL.
Impairment
An 'expected credit loss' impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.
In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Financial liabilities
Financial liabilities are designated as either: (i) FVTPL; or (ii) amortized cost. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statements of financial position subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities, lease liability, term loans payable and long-term note payable are measured at amortized cost.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
As at July 31, 2023 and 2022, the Company does not have any derivative financial liabilities.
Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and are subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of income (loss) and comprehensive income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of income (loss) and comprehensive income (loss) in the period in which they arise.
Debt investments at FVTOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss.
Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVTOCI
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses.
The Company shall recognize in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Warrants
The proceeds from private placements that include warrants are allocated using the residual basis between the common shares and warrants. The residual value is determined after subtracting the fair value of the common shares from the proceeds of private placement. The value attributed to warrants is recorded in warrant reserves within equity. If the warrants are converted, the consideration paid, along with the amount previously recognized in warrant reserves, is recorded as an increase to share capital. Upon expiry of warrants, any value attributed is reclassified to share capital.
Share-Based Payments
Stock options issued are accounted for in accordance with fair value accounting for share-based payments. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes Option Pricing Model. The associated expense is charged to profit or loss with a corresponding increase to share-based payment reserves over the vesting period of the option. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Compensation expense for stock options granted to non-employees is recorded as an expense in the period at the earlier of the completion of performance and the date the options are vested using the fair value method.
As the options are exercised, the consideration paid, along with the amount previously recognized in share-based payment reserves, is recorded as an increase to share capital. For stock options which have expired or been forfeited, the amount previously recognized in share-based payments reserve is reclassified to deficit.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income (loss) refers to items recognized in comprehensive income (loss) that are excluded from net income (loss). Other comprehensive income (loss) for the years ended July 31, 2023 and 2022 includes the foreign exchange gain for the translation of Votigo, US Sweeps, and Promotion Activator's financial statements, which are denominated in US dollars, to Canadian dollars being the reporting currency.
Income (Loss) per Share
Basic income (loss) per share is calculated by dividing the income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. The method requires computation as if the proceeds from the exercisable options and warrants would be used to purchase common shares at the average market price during the period. When a loss is incurred during the reporting 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. For the years presented, there are no dilutive stock options and share purchase warrants.
Leases
IFRS 16 sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both the lessee and the lessor. It follows a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease.
At inception of the lease term, the Company recognized a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
any initial direct costs incurred and an estimate of the costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated over the earlier of the end of useful life of the right-of-use asset or the lease term the straight-line method as this most closely reflects the expected pattern of the consumption of the future economic benefits.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is measured at the amortized cost using the effective interest method.
For low value leases or leases with a term of less than twelve months, lease payments are recognized as an expense on a straight-line basis over the lease term.
Impairment of Non-Financial Assets
The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.
Impairment is determined by assessing if the carrying value of a CGU or group of CGUs, including the allocated goodwill, exceeds its recoverable amount determined as the greater of the estimated fair value less costs to sell or the value in use. The Company identifies CGUs as identifiable groups of assets that are largely independent of the cash inflows from other assets or groups of assets. Value in use calculations require estimations of discount rates and future cash flows derived from revenue growth, gross margin, and operating costs. Fair value less costs to sell calculations require the Company to estimate fair value of an asset or a CGU using market values of similar assets as well as estimations of the related costs to sell.
Impairment losses are recognized in profit or loss in the period in which the impairment is identified. Impairment losses recognized in respect of a CGU are allocated first to reduce the carrying value of goodwill allocated to the CGU or group of CGUs and any excess is allocated to the carrying amount of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the losses have decreased or no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Loans
Loans are separated into their liability and equity components, if any, on the consolidated statements of financial position. The liability component is initially recognized at fair value, determined as the net present value of future payments of interest and principal, discounted at the market rate for similar liabilities at the time of issue. The liability component is subsequently measured at amortized cost, using the effective interest method, until extinguished upon conversion or maturity.
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
The fair value of the equity component of debt is estimated using the residual method in which the difference between the face value of the instrument and the fair value of the liability component is allocated as the fair value of the equity component. The issuance costs are allocated on a pro-rata basis between the debt and equity components.
Income Taxes
Income tax expense consists of current and deferred tax expenses. Income tax expense is recognized in net loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized directly in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for temporary differences related to the initial recognition of assets or liabilities that affect neither accounting nor taxable profit or investments in subsidiaries and equity investments to the extent it is probable that they will not be reversed in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that asset.
Cash and Restricted Cash
Cash consists of cash and deposits held at call with banks. Restricted cash relates to cash received in advance for prize fulfilment.
Government Grant
A government grant is recognized when there is reasonable assurance it will be received, and all related conditions will be complied with. The Company recognises government grants in profit or loss on a systematic basis and in line with its recognition of the expenses that the grants are intended to compensate. The Company carefully determines whether the grant compensates expenses already incurred or future costs.
Accounting standards and amendments issued but not yet adopted
The following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended July 31, 2023.
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) – the amendments require that an entity discloses its material accounting policies, instead of its significant accounting policies. Further amendments explain how an entity can identify a material accounting policy.
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
• Definition of Accounting Estimates (Amendments to IAS 8) – the amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error.
The Company anticipates that these amendments will not have a material impact on the results of operations and financial position of the Company.
4. ACQUISITION
(a) Votigo
On November 12, 2019, the Company acquired a 29.11% ownership interest in Votigo via the purchase of 834,349 Series A and 333,334 Series B Convertible Preferred Shares.
On October 29, 2020, the Company purchased an additional 777,777 Series B Shares. The Company is the only holder of Series B Shares. The holders of Series B Shares have certain protective provisions whereby Votigo must obtain the consent from a majority of the holders of Series B Shares prior to entering into certain transactions. In addition, the Company entered into a voting agreement which gives the Company the right to appoint the majority of the directors of Votigo.
As of July 31, 2023 and 2022, the Company owns 40.62% of Votigo's total outstanding issued shares and is the sole owner of Series B Shares. In accordance with IFRS 10, the Company has control over Votigo due to the special rights provided to holders of Series B Shares.
The investment in Votigo was accounted for as a business combination. In accordance with IFRS 3 "Business Combinations", the assets acquired, and liabilities assumed were measured at their fair value at the acquisition date and the excess value of the consideration above the fair value of the net assets acquired was recognized as goodwill.
At July 31, 2023, the Company determined that there was no impairment to the carrying value of goodwill from the acquisition of Votigo (Note 10).
(b) US Sweeps
On October 29, 2020, Votigo acquired 100% of US Sweeps for US$750,000 which was payable as follows: US$250,000 (CDN$333,725) at closing, a further US$250,000 not later than 12 months after the closing date, and the final US$250,000 not later than 24 months after the closing date. The fair value of the loans payable was US$217,558 (CDN$290,196) and US$189,182 (CDN$252,344), calculated by discounting the future cash payments at a market rate of interest of 15%. On October 28, 2021, Votigo paid the first instalment of US$250,000 to the previous shareholders of US Sweeps in cash, leaving one final US$250,000 payment owing. On October 28, 2022, Votigo paid the remaining instalment of US$250,000 to the previous shareholders of US Sweeps in cash (Note 19).
The acquisitions of US Sweeps by Votigo was accounted for as a business combination. In accordance with IFRS 3 "Business Combinations", the assets acquired, and liabilities assumed are measured at their fair value at the acquisition date and the excess value of the consideration above the fair value of the net assets acquired is recognized as goodwill, which amounted to $189,463.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
4. ACQUISITION (CONT'D)
| PLANK VENTURES LTD. | |
|---|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
| (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | |
| ACQUISITION (CONT'D) | |
| The purchase price of US Sweeps is allocated as follows: | |
| Fair value of consideration: | |
| Cash | $333,725 |
| Short-term payable to shareholders of US Sweeps (Note 19) | 290,196 |
| Long-term payable to shareholders of US Sweeps (Note 19) | 252,344 |
| 876,265 | |
| Net assets acquired: | |
| Cash | 825,272 |
| Accounts receivables | 377,423 |
| Prepaid expenses | 1,335 |
| Equipment | 7,802 |
| Intangible assets | 614,054 |
| Goodwill | 189,463 |
| Accounts payable and accrued liabilities | (794,011) |
| Deferred revenue | (176,208) |
| Deferred tax liability | (168,865) |
| $876,265 |
(c) Promotion Activators
On April 1, 2022, Votigo acquired 100% of Promotion Activators, a company in the sweepstakes and contest administration space, for US$1,650,000, of which US$990,000 (CDN$1,238,688) was paid in cash at closing, and the remaining US$660,000 is payable in four equal instalments of US$165,000 on each anniversary of the transaction. The fair value of the deferred payments was US$510,345 (CDN$638,544), calculated by discounting the future cash payments at a market rate of interest of 11%. On March 30, 2023, Votigo paid the first instalment of US$165,000 to the previous shareholders of Promotion Activators in cash (Note 19).
The acquisitions of Promotion Activators by Votigo was accounted for as a business combination. In accordance with IFRS 3 "Business Combinations", the assets acquired, and liabilities assumed were measured at their fair value at the acquisition date and the excess value of the consideration above the fair value of the net assets acquired is recognized as goodwill which amounted to $1,128,747 (Note 10). Votigo is expecting to realize operational synergies from combining the operations of Votigo and Promotional Activators.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
4. ACQUISITION (CONT'D)
| PLANK VENTURES LTD. | |
|---|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
| (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | |
| ACQUISITION (CONT'D) | |
| The purchase price of Promotion Activators was allocated as follows: | |
| Fair value of consideration: | |
| Cash | $1,238,688 |
| Short-term payable to shareholders of Promotion Activators (Note 19) | 185,750 |
| Long-term payable to shareholders of Promotion Activators (Note 19) | 452,794 |
| 1,877,232 | |
| Net assets acquired: | |
| Cash | 50,585 |
| Accounts receivables | 81,972 |
| Intangible assets (Note 10) | 952,163 |
| Goodwill (Note 10) | 1,128,747 |
| Deferred tax liability | (220,412) |
| Accounts payable and accrued liabilities | (115,823) |
| $1,877,232 |
5. CASH AND RESTRICTED CASH
| $ | 1,877,232 | |
|---|---|---|
| $180,500 and net income of $7,362 which was included in the consolidated statement of income (loss)and comprehensive income (loss). | ||
| CASH AND RESTRICTED CASH | ||
| The Company's cash balances include amounts collected from customers by its subsidiaries (beingVotigo, US Sweeps, and Promotion Activators) that are held for the purpose of prize and sweepstakesfulfilment. | ||
| July 31, | July 31, | |
| 2023 | 2022 | |
| Cash | $1,254,295 | $1,495,119 |
| Restricted cash - prize fulfillment | 831,357 | 1,172,732 |
6. ACCOUNTS AND OTHER RECEIVABLES
| CASH AND RESTRICTED CASH | ||
|---|---|---|
| The Company's cash balances include amounts collected from customers by its subsidiaries (beingVotigo, US Sweeps, and Promotion Activators) that are held for the purpose of prize and sweepstakesfulfilment. | ||
| $2,085,652 | $2,667,851 | |
| ACCOUNTS AND OTHER RECEIVABLES | July 31, | July 31, |
| 2023 | 2022 | |
| Trade and other receivables | $1,599,935 | $1,123,011 |
| GST recoverable | 22,101 | 17,075 |
| $1,622,036 | $1,140,086 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
7. EQUIPMENT
| Computer & | Leasehold | |
|---|---|---|
| Cost | Office Equipment | Improvements |
| Balance July 31, 2021 | $687 $ | 2,292 |
| Addition | 2,105 | - |
| Effect of foreign exchange | 104 | 68 |
| Balance July 31, 2022 | 2,896 | 2,360 |
| Addition | 4,922 | - |
| Effect of foreign exchange | 70 | - |
| Balance July 31, 2023 (Note 12) | $7,888 | $2,360 |
| Amortization | ||
| Balance July 31, 2021 | $687 $ | (70) |
| AdditionEffect of foreign exchange | 410 | 2,405 |
| Balance July 31, 2022 | 901,187 | 252,360 |
| Addition | 740 | - |
| Effect of foreign exchange | 10 | - |
| Balance July 31, 2023 (Note 12) | $1,937 | $2,360 |
| Net book value | ||
| Balance July 31, 2022 | $1,709 | $- |
| Balance July 31, 2023 (Note 12) | $5,951 $ | - |
| RIGHT-OF-USE ASSET | ||
| On January 1, 2020, the Company entered into an office lease agreement for a term of three years. In | ||
| accordance with IFRS 16, the Company recorded a right-of-use asset and a lease liability with a fair | ||
| value of $99,045. Fair value was determined by discounting future lease payments at a discount rate | ||
| of 5% per annum. | ||
| As at July 31, 2023, the balance in the Company's right-of-use asset was distinguished in full as | ||
| follows: | ||
| Balance July 31, 2021 | $25,930 | |
| Amortization | (18,572) | |
| Effect of foreign exchange | 559 | |
| Balance July 31, 2022 | 7,917 | |
| Increase in lease value due to change in lease payments | 4,058 | |
| Amortization | (12,417) | |
8. RIGHT-OF-USE ASSET
| Net book value | ||
|---|---|---|
| Balance July 31, 2023 (Note 12) | $5,951 $ | - |
| RIGHT-OF-USE ASSET | ||
| On January 1, 2020, the Company entered into an office lease agreement for a term of three years. Inaccordance with IFRS 16, the Company recorded a right-of-use asset and a lease liability with a fairvalue of $99,045. Fair value was determined by discounting future lease payments at a discount rateof 5% per annum. | ||
| As at July 31, 2023, the balance in the Company's right-of-use asset was distinguished in full asfollows: | ||
| Balance July 31, 2021 | $25,930 | |
| Amortization | (18,572) | |
| 559 | ||
| Effect of foreign exchange | ||
| Balance July 31, 2022 | 7,917 | |
| Increase in lease value due to change in lease payments | 4,058 | |
| Amortization | (12,417) | |
| Effect of foreign exchange | 442 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
9. LOAN RECEIVABLE
On January 27, 2021, the Company loaned $100,000 to SiteMax Systems Inc. The loan bears interest at a monthly rate of 2% and is repayable in six equal monthly instalments commencing six months from the date of the loan. The loan was repaid in full on August 11, 2021.
On March 15, 2022, the Company loaned $100,000 to SiteMax Systems Inc. The loan bears interest at a monthly rate of 2% and is repayable in six equal monthly instalments commencing six months from the date of the loan. On September 29, 2022, the Company loaned $60,000 to SiteMax Systems Inc. The loan incurred an interest at an annual rate of 10% and was due on October 29, 2022.
| the date of the loan. On September 29, 2022, the Company loaned $60,000 to SiteMax Systems Inc.The loan incurred an interest at an annual rate of 10% and was due on October 29, 2022. | a monthly rate of 2% and is repayable in six equal monthly instalments commencing six months from |
|---|---|
| On October 27, 2022, the Company rolled the $100,000 loan made on March 15, 2022 and $60,000 loanmade on September 29, 2022 into a newly issued convertible promissory note (Note 11). During theyear ended July 31, 2023, the Company earned interest of $7,839 (July 31, 2022 - $10,015) on the loans. | |
| On March 24, 2023, the Company entered into a loan agreement with Karve for total proceeds of$150,000 to be issued in two equal distributions of $75,000. The loan is payable on demand, bears aninterest at a monthly rate of 2% compounded monthly, and can be pre-paid in full. The firstdistribution was issued upon signing with the second distribution completed on June 23, 2023.During the year ended July 31, 2023, the Company earned interest of $8,406 (July 31, 2022 - $Nil) onthe loan. | |
| The Company's loan receivable as at July 31, 2023 and 2022 was as follows: | |
| Balance July 31, 2021 | $113,851 |
| Loan advanced | 100,000 |
| Accrued interest | 10,015 |
| Loan repayment | (114,505) |
| Balance July 31, 2022 | 109,361 |
| 210,000 | |
| Loan advanced | |
| Accrued interest | 16,245 |
| Exchange into a convertible promissory note (Note 10) | (177,200) |
10. INTANGIBLE ASSETS
Intangible assets acquired during the year ended July 31, 2021 are related to the acquisition of US Sweeps (Note 4), and consist mainly of brand names and customer relationships. Amortization is calculated on a straight-line basis over their estimated useful lives of 10 years.
Intangible assets acquired during the year ended July 31, 2022 are related to the acquisition of Promotion Activators (Note 4), and consist of brand names, customer relationships, and a noncompete agreement. Amortization of brand name and customer relations is calculated on a straightline basis over their estimated useful lives of 10 years, amortization of the non-compete agreement is calculated on a straight-line basis over the length of the agreement of 3 years.
The Company performed its annual test for goodwill impairment as at July 31, 2023. The Company did so by comparing the carrying value of the cash generating unit, consisting of Votigo, US Sweeps, and Promotion Activators, against its value-in-use. The value-in-use of a cash-generating unit requires the use of assumptions. The calculation uses cash flow projections covering a five-year
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
10. INTANGIBLE ASSETS (CONT'D)
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |||||
|---|---|---|---|---|---|
| (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | |||||
| INTANGIBLE ASSETS (CONT'D) | |||||
| period. Cash flows beyond the five-year period are extrapolated using an estimated terminal growthrate of 2.5%. The value-in-use calculation includes cash flows relating to working capital based onhistorical activity. Cash flows are discounted using after-tax discount rates of 21% to 23%. The valuein-use of US$3,728,000 was determined to be higher than their carrying amounts and therefore noimpairment was recorded in fiscal 2023 (2022 - $nil). | |||||
| A summary of the Company's intangible assets are as follows: | |||||
| Brand name, Non | |||||
| compete agreement, | |||||
| online platform and | |||||
| customer | Purchase | ||||
| relationships | Goodwill | option | Total | ||
| Balance July 31, 2021 | $1,951,056 | $361,044 | $1,483 | $2,313,583 | |
| Acquired on acquisition of | |||||
| subsidiary (Note 4) | 952,163 | 1,128,747 | - | 2,080,910 | |
| Fair value loss | - | - | -1,510 | (1,510) | |
| Amortization | (269,733) | - | - | (269,733) | |
| Effect of foreign exchange | 77,613 | 38,634 | 27 | 116,274 | |
| Balance July 31, 2022 | 2,711,099 | 1,528,425 | - | 4,239,524 | |
| Amortization | (363,074) | - | - | (363,074) | |
| Effect of foreign exchange | 81,175 | 42,072 | - | 123,247 | |
| Balance July 31, 2023 (Note 12) | $2,429,200 | $1,570,497 | $- | $3,999,697 |
11. INVESTMENTS
ThinkCX Technologies Inc. ("ThinkCX")
On August 30, 2018, the Company purchased 945,945 units of ThinkCX for $350,000. Each unit consisted of one Series 1 Class A preferred share and one Series 1 Class A preferred share purchase warrant. The warrants have since expired unexercised.
As at July 31, 2023, the fair value of the ThinkCX Series 1 Class A preferred shares is $392,527 (2022 - $385,345).
During the year ended July 31, 2023, the Company recorded a fair value gain of $7,182 (2022 –$35,345) on its investment in ThinkCX.
SiteMax Systems Inc. ("SiteMax")
On January 19, 2019, the Company received 333,140 Series 1 seed preferred shares of SiteMax with a fair value of $276,507 from Mobio in connection with the Plan of Arrangement between the Company and Mobio with a corresponding increase in the loan due to Mobio. The Company also received warrants to purchase up to 166,570 Class 1 common shares of SiteMax ("SiteMax common shares") at an exercise price of $0.83 per share.
On January 29, 2019, the Company entered into an agreement to purchase up to 476,189 Series 2 seed preferred shares and warrants to purchase up to 238,094 SiteMax common shares at an exercise price of $1.26 per share, for $600,000. The Company paid $425,000 initially and advanced an additional amount of $175,000 upon SiteMax achieving $80,000 in monthly recurring revenue. During the year ended July 31, 2020, the Company advanced an additional amount of $175,000 to SiteMax.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
11. INVESTMENTS (CONT'D)
During the year ended July 31, 2020, the Company exercised 150,601 SiteMax warrants at an exercise price of $0.83 per share and 79,365 SiteMax warrants at an exercise price of $1.26 per share to purchase an aggregate of 229,966 SiteMax common shares.
During the year ended July 31, 2021, the Company exercised 325,299 warrants at an exercise price of $1.26 per share to purchase an additional 325,299 SiteMax common shares.
On February 1, 2022, SiteMax converted 333,140 Series 1 seed preferred shares and 476,189 Series 2 seed preferred shares owned by Plank into 809,329 SiteMax common shares. There was no change to the Company's share of equity ownership of SiteMax as a result of this transaction.
On October 27, 2022, the Company exchanged its loans receivable with SiteMax for $177,200 convertible promissory note (Note 9). The note carries a simple interest rate of 8% per annum and matures two years from initial closing on October 27, 2024. As a result of the exchange, the Company recognized a loss on debt extinguishment of $25,830. As at July 31, 2023, the fair value of the convertible note is $170,441.
As at July 31, 2023 and 2022, the Company holds an aggregate of 1,364,594 SiteMax common shares, which represents 35.30% ownership interest. The Company determined that it does not have significant influence over SiteMax due to the fact that investee is controlled by its management who hold majority ownership of SiteMax. As at July 31, 2023, the fair value of the SiteMax common shares is $1,391,264 (2022 - $1,628,000).
During the year ended July 31, 2023, the Company recorded a fair value loss of $215,965 (2022 – $688,000) on its investment in SiteMax.
500 Startups Canada, L.P. ("500 Startups")
On February 22, 2019, the Company completed a plan of arrangement with its former parent, Mobio Technologies Inc. ("Mobio"). In accordance with the plan of arrangement, Mobio transferred various investments to the Company including 500 Startups. On March 1, 2023, the Company received cash distribution of $4,904 from 500 Startups which was recognized as dividend income on the consolidated statements of income (loss) and comprehensive income (loss).
As at July 31, 2023, the fair value of the 500 Startups is $530,344 (2022 - $402,987).
During the year ended July 31, 2023, the Company recorded a fair value gain of $127,357 (2022 – gain of $63,487) on its investment in 500 Startups.
Investment in Shop and Shout Ltd (DBA "Creator")
On March 5, 2021, the Company subscribed for 117,647 common shares of Creator by way of participating in a non-brokered private placement financing at a price of $0.85 per common share for the total consideration of $100,000.
On September 10, 2021, the Company subscribed to an additional 200,000 common shares of Creator by participating in a non-brokered private placement financing at a price of $1.00 per common share for total consideration of $200,000.
As of July 31, 2023 and 2022, the Company owns 317,647 Class A common shares of Creator with a fair value of $838,588 (2022 - $248,000).
On August 30, 2022, the Company invested $300,000 in Creator in the form of a convertible promissory note carrying a 10% annual interest rate and due on August 30, 2023, and 100,000 share
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
11. INVESTMENTS (CONT'D)
purchase warrants, where each warrant provides the right to purchase 1 Class A common share of Creator at $0.50 per for a period of two years from the date of issuance. On December 5, 2022, the Company made a follow-on investment of $200,000 into Creator in the form of a convertible promissory note carrying a 10% annual interest rate and due on August 30, 2023.
As at July 31, 2023, the fair value of the convertible notes is $1,873,898 based on the price per share of the financing completed by Creator subsequent to year end (Note 25). and the fair value of the warrants is $216,190 using a Black Scholes Option Pricing Model with the following assumptions: volatility of 100%, expected life of 1.08 years, risk-free interest rate of 5.16% and expected dividends of Nil.
During the year ended July 31, 2023, the Company recorded a fair value gain of $2,182,884 (2022 – loss of $52,000) on its investment.
Investment in Karve IT Ltd. ("Karve")
On April 30, 2021, the Company subscribed to 310,000 common shares of Karve IT Ltd. at the price of $1 per common share, for an aggregate subscription price of $310,000.
| of $1 per common share, for an aggregate subscription price of $310,000. | |||
|---|---|---|---|
| On March 29, 2022, the Company entered into a Simple Agreement for Future Equity subscriptionagreement (the "SAFE") for an aggregate subscription price of $300,000. | |||
| The SAFE provides that the investment will be converted into common shares of Karve at a priceequal to $3,000,000 divided by the capitalization of Karve no later than two years after the date of theSAFE. As at July 31, 2023, the fair value of the Company's SAFE investment is $300,000 (2022 -$300,000). | |||
| As a result of the additional investment pursuant to the original share subscription agreement, theCompany obtained significant influence over Karve on April 1, 2022, and accordingly, equity methodaccounting was applied from that date forward. As at July 31, 2023, the Company owns 310,000shares of Karve, representing approximately 34.44% ownership of the investee. | |||
| For the year ended July 31, 2023, the Company recognized its share of Karve's net loss of $109,915(2022 - $65,597) in the consolidated statements of income (loss) and comprehensive income (loss). Asat July 31, 2023, the Company's equity investment in Karve is $134,488 (2022 – $369,403). | |||
| Summarized financial information of Karve: | |||
| July 31, 2023 | July 31, 2022 | ||
| Current assets | $230,995 $ | 104,040 | |
| Non-current assets | $227,628 $ | 304,161 | |
| Current liabilities | $207,019 $ | 17,171 | |
| Non-current liabilities | $300,000 $ | 125,000 | |
| Revenue | $100,175 $ | 20,000 | |
| Net loss for the year | $319,109 $ | 328,684 | |
| Net loss for the year attributable to Plank | $109,915 $ | 65,597 | |
| Investment in East Side Games Group ("ESGG"), formerly Leaf Mobile Inc. ("Leaf") | |||
| On February 5, 2021, the Company received a cash dividend of $19,202, cash proceeds of $62,249,and 153,378 post-consolidation common shares of ESGG, a publicly traded company on the Toronto | |||
| Stock Exchange, in consideration of its previously impaired investment in Eastside Games Inc. The | |||
Investment in East Side Games Group ("ESGG"), formerly Leaf Mobile Inc. ("Leaf")
On February 5, 2021, the Company received a cash dividend of $19,202, cash proceeds of $62,249, and 153,378 post-consolidation common shares of ESGG, a publicly traded company on the Toronto Stock Exchange, in consideration of its previously impaired investment in Eastside Games Inc. The shares were recorded at fair value of $345,101 based on the market price at the time. As a result, the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
11. INVESTMENTS (CONT'D)
Company recognized $407,349 as a recovery during the year ended July 31, 2021.
On December 7, 2021, ESGG announced the change of its trade name from Leaf Mobile Inc. to East Side Games Group.
On March 14, 2022, the Company recognized a gain on investment of $70,863 as a result of receipt of $31,573 in cash and an additional 14,032 common shares of ESGG due to an earnout milestone achievement previously set under the terms of the acquisition. The fair value of the additional shares received was $39,290 measured based on the market price at the time.
As at July 31, 2023, the Company holds 167,409 shares of ESGG, of which 120,730 are unrestricted. The fair value of the unrestricted shares is determined by taking the number of unrestricted shares and multiplying by price per share prevailing on the market at the date closest to date of the financial statements. The fair value of the restricted shares is based on the number of restricted shares multiplied by the price per share prevailing on the market at the date closest to date of the financial statements with a discount applied for lack of marketability ("DLOM"). The DLOM reflects the impact of the restriction period on the fair value of the shares due to the time value of money, the risk of trading price fluctuation, and the opportunity cost of not being permitted to liquidate the restricted shares and use the proceeds in an alternative investment. As at July 31, 2023, the fair value of the ESGG common shares is $86,940 (2022 - $242,036).
On May 04, 2023, the Company received cash distribution of $3,473 from ESGG which was recognized as dividend income on the consolidated statements of income (loss) and comprehensive income (loss).
During the year ended July 31, 2023, the Company recognized a fair value loss of $189,172 (2022 – $218,177) due to change in share price of ESGG and recognized a fair value gain of $34,076 (2022 – $134,680) due to the DLOM discount in the consolidated statements of income (loss) and comprehensive income (loss).
Investment in CodeZero Technologies Inc. ("CodeZero")
On September 15, 2021, the Company invested $300,000 in a convertible promissory note issued by CodeZero. The note was originally due on November 15, 2022 and subsequently amended to October 1, 2023 and carries a 6% annual interest rate. The note is eligible to be converted into equity of CodeZero at a 20% discount to the next round of financing by CodeZero. As of the date of these consolidated financial statements, the Company is in negotiation with CodeZero with respect to repayment and conversion of the note. As at July 31, 2023, the fair value of the convertible note is $328,270 (2022 - $340,760).
During the year ended July 31, 2023, the Company recognized a fair value loss of $12,490 (2022 – gain of $40,760) on the note.
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
11. INVESTMENTS (CONT'D)
| INVESTMENTS (CONT'D)Investment transactions for the year ended July 31, 2023 and 2022, are as follows: | (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | |||||
|---|---|---|---|---|---|---|
| Investments | OpeningBalance | Purchases | Recovery | Change inFair Value | EquityLoss | EndingBalance |
| SiteMax | $ 2,316,000 | $- | $ | - $ (688,000) | $-$ | 1,628,000 |
| 500 Startups | 339,500 | - | - | 63,487 | - | 402,987 |
| CodeZero | - | 300,000 | - | 40,760 | - | 340,760 |
| ThinkCX | 350,000 | - | - | 35,345 | - | 385,345 |
| Creator | 100,000 | 200,000 | - | (52,000) | - | 248,000 |
| Karve | 90,000 | 345,000 | - | - | (65,597) | 369,403 |
| ESGG | 286,243 | - | 39,290 | (83,497) | - | 242,036 |
| Balance July 31, 2022 | 3,481,743 | 845,000 | 39,290 | (683,905) | (65,597) | 3,616,531 |
| SiteMax | 1,628,000 | 149,670 | - | (215,965) | - | 1,561,705 |
| 500 Startups | 402,987 | - | - | 127,357 | - | 530,344 |
| CodeZero | 340,760 | - | - | (12,490) | - | 328,270 |
| ThinkCX | 385,345 | - | - | 7,182 | - | 392,527 |
| Creator | 248,000 | 500,000 | - | 2,182,884 | - | 2,930,884 |
| Karve | 369,403 | 175,000 | - | - | (109,915) | 434,488 |
| ESGG | 242,036 | - | - | (155,096) | - | 86,940 |
| Balance July 31, 2023 (Note 12) | $ 3,616,531 | $824,670 | $- | $1,933,872 $ (109,915)$ | 6,265,158 | |
| ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||||||
| July 31,2023 | July 31,2022 | |||||
| Payable to the shareholders of US Sweeps. (Note 19) | $ | -$ | 309,806 | |||
| Payable to the shareholders of Promotion Activators (Note 19) | 202,829 | 197,414 | ||||
| Accounts payable | 250,803 | 378,125 | ||||
| Accrued liabilities | Total accounts payable and accrued liabilities | 2,078,498 | 2,423,274 |
12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| 2023 | 2022 | |
|---|---|---|
| Payable to the shareholders of US Sweeps. (Note 19) | $- | $309,806 |
| Payable to the shareholders of Promotion Activators (Note 19) | 202,829 | 197,414 |
| Total accounts payable and accrued liabilities | $2,532,130 | $3,308,619 |
13. LEASE PAYABLE
On January 1, 2020, the Company entered into an office lease agreement for a term of three years. In accordance with IFRS 16, the Company recorded a lease asset and a lease liability with a fair value of $99,045. Fair value was determined by discounting future lease payments at a discount rate of 5% per annum.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
13. LEASE PAYABLE (CONT'D)
| PLANK VENTURES LTD. | ||
|---|---|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | ||
| LEASE PAYABLE (CONT'D) | ||
| The Company's lease liability as at July 31, 2023: | ||
| July 31,2023 | July 31,2022 | |
| Balance, opening | $7,395$ | 23,301 |
| Increase in lease value due to lease extention | 4,058 | - |
| Payments | (12,603) | (17,785) |
| Interest | 732 | 1,373 |
| Effect of foreign exchange | 418 | 506 |
14. GOVERNMENT LOAN
| GOVERNMENT LOAN | ||
|---|---|---|
| On June 30, 2020 ("disbursement date"), the Company received a loan for gross proceeds of $204,420(US$150,000) from the U.S. Small Business Administration under the Economic Injury Disaster Loan("EIDL") program. The loan bears annual interest at a rate of 3.75% per annum. Monthly repaymentsUS$786 will commence on December 1, 2022. The loan matures in 30 years on June 30, 2050. | ||
| The benefit of the government loan received at below market rate of interest is treated as agovernment grant. The loan was recognized at fair value using the Company's incrementalborrowing rate of 20% per annum. The difference between the initial carrying amount and proceedsreceived of $159,057 is the value of the grant. During the year ended July 31, 2022, additional expenseswere incurred for which the grant was intended to compensate; as a result, $34,539, was recognizedas gain in the consolidated statements of loss and comprehensive loss. | ||
| During the year ended July 31, 2023, the Company recorded interest and accretion of $12,582 on theloan (2022 - $8,495). | ||
| The balances of the EIDL loan outstanding are as follows: | ||
| July 31, 2023 | July 31, 2022 | |
| Beginning balance | $62,365$ | 56,393 |
| Interest and accretion | 12,582 | 8,495 |
| Recalculation of present value of the loan | - | (4,384) |
| Payments | (10,543) | - |
| Effect of foreign exchange | 1,490 | 1,861 |
| EIDL Loan | $65,894$ | 62,365 |
| The breakdown between current and non-current portion of the loan is as follows: | July 31, 2023 | July 31, 2022 |
| Current portion | $12,423 | $9,068 |
| Long term portion | 53,471 | 53,297 |
| $ | 65,894 | $62,365 |
|---|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
15. RELATED PARTY LOANS
On August 30, 2018, the Company received a loan in the amount of $379,828 (US$300,000) from a company controlled by an officer. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest were due on August 30, 2020. The loan was originally recorded at face value of $379,828 less the value of the equity component of the loan of $57,836, determined by discounting the loan at an appropriate market rate of interest. On March 12, 2021, the loan was extended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $69,451 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. On December 22, 2022, the loan was extended to mature on September 30, 2023 (Note 25). Due to the extended term, the Company recognized an equity component of $38,305 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 20%. During the year ended July 31, 2023, the Company recorded $108,315 (2022 - $88,693) in interest and accretion on the loan (Note 17). The balance of the loan as of July 31, 2023, is $625,002.
On January 29, 2019, the Company received a loan in the amount of $700,000 from a company controlled by a significant shareholder. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest was due on January 29, 2021. The loan was originally recorded at face value of $700,000 less the value of the equity component of the loan of $108,147, determined by discounting the loan at an appropriate market rate of interest. On March 12, 2021, the loan was extended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $130,326 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the year ended July 31, 2023, the Company recorded $74,677 (2022 - $157,217) in interest and accretion on the loan (Note 17). On December 31, 2022, the outstanding balance of the loan of $1,017,976 was combined with other loans from the same lender into a new promissory note.
On April 6, 2020, the Company received a loan in the amount of $200,000 from a company controlled by a significant shareholder. The loan is unsecured and bears interest at 10% and is due on demand. On March 12, 2021, the loan was amended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $31,792 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the year ended July 31, 2022, the Company recorded interest and accretion of $37,661 (2021 - $26,713) on the loan (Note 17). On July 14, 2022, the loan was repaid in full and as a result the Company recognized loss on early repayment of $9,601 in the consolidated statements of loss and comprehensive loss.
On September 18, 2020, the Company received a loan in the amount of $527,440 (US$400,000) from a company controlled by a significant shareholder. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest were due on September 16, 2021. On March 12, 2021, the loan was extended to mature on December 31, 2022. Due to the extended term, the Company recognized an equity component of $76,172 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the year ended July 31, 2023, the Company recorded $47,809 in interest and accretion on the loan
(2022 - $97,275) (Note 17). On December 31, 2022, the outstanding balance of the loan of $674,693 was combined with other loans from the same lender into a new promissory note.
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
15. RELATED PARTY LOANS (CONT'D)
On July 12, 2022, the Company received a loan in the amount of $1,300,000 from a company controlled by a significant shareholder. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest is due on December 31, 2022. The Company recognized an equity
component of $50,810 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest. During the year ended July 31, 2023, the Company recorded $99,691 (2022 - $12,380) in interest and accretion on the loan (Note 17). On December 31, 2022, the outstanding balance of the loan of $1,361,260 was combined with other loans from the same lender into a new promissory note.
On September 2, 2022, the Company received a loan in the amount of $600,000 from a company controlled by a significant shareholder. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest is due on December 31, 2022. The Company recognized an equity component of $12,871 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. During the year ended July 31, 2023, the Company recorded $31,970 (July 31, 2022 - $Nil) in interest and accretion on the loan (Note 17). On December 31, 2022, the outstanding balance of the loan of $619,099 was combined with other loans from the same lender into a new promissory note.
On September 2, 2022, the Company received a loan in the amount of $100,000 from a company controlled by an officer. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest is due on December 31, 2022. The Company recognized an equity component of $2,145 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. On December 22, 2022, the loan was extended to mature on September 30, 2023 (Note 25). Due to the extended term, the Company recognized an equity component of $4,841 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. During the year ended July 31, 2023, the Company recorded $15,080 (July 31, 2022 - $Nil) in interest and accretion on the loan (Note 17). The balance of the loan as of July 31, 2023, is $108,094.
On December 14, 2022, the Company received a loan in the amount of $200,000 from a company controlled by a significant shareholder. The loan bears an interest at an annual rate of 10% and matures on September 30, 2023 (Note 25), at which date the principal and interest are due in full. The Company recognized an equity component of $10,245 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. During the year ended July 31, 2023, the Company recorded $20,578 (July 31, 2022 - $Nil) in interest and accretion on the loan (Note 17). The balance of the loan as of July 31, 2023, is $210,333.
On December 14, 2022, the Company received a loan in the amount of $50,000 from a company controlled by an officer. The loan bears an interest at an annual rate of 10% and matures on September 30, 2023 (Note 25), at which date the principal and interest are due in full. The Company recognized an equity component of $2,561 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. During the year ended July 31, 2023, the Company recorded $5,144 (July 31, 2022 - $Nil) in interest and accretion on the loan (Note 17). The balance of the loan as of July 31, 2023, is $52,583.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
15. RELATED PARTY LOANS (CONT'D)
On June 21, 2023, the Company received a loan in the amount of $50,000 from a company controlled by an officer. The loan bears an interest at an annual rate of 10% and matures on September 30, 2023 (Note 25), at which date the principal and interest are due in full. The Company recognized an equity component of $881 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. During the year ended July 31, 2023, the Company recorded $897 (July 31, 2022 - $Nil) in interest and accretion on the loan (Note 17). The balance of the loan as of July 31, 2023, is $50,016.
On June 22, 2023, the Company received a loan in the amount of $350,000 from a company controlled by a significant shareholder. The loan bears an interest at an annual rate of 12% and matures on September 30, 2023 (Note 25), at which date the principal and interest are due in full. The Company recognized an equity component of $4,008 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 17.5%. During the year ended July 31, 2023, the Company recorded $6,190 (July 31, 2022 - $Nil) in interest and accretion on the loan (Note 17). The balance of the loan as of July 31, 2023, is $352,182.
On December 31, 2022, the Company combined certain loans from a company controlled by a significant shareholder into a new loan with the principal balance of $3,673,028. The loan is unsecured and bears interest at 10% per annum. Principal and any unpaid interest is due on September 30, 2023 (Note 25). The Company recognized an equity component of $226,805 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 20%. During the year ended July 31, 2023, the Company recorded $389,464 (July 31, 2022 - $Nil) in interest and accretion on the loan. The balance of the loan as of July 31, 2023, is $3,835,687.
| Liability | Equity | |
|---|---|---|
| component | component | |
| Balance July 31, 2021 | $2,740,960 | $635,797 |
| Loans received net of equity portion | 1,249,190 | 50,810 |
| Impact of combination of loans | (1,325,059) | - |
| Loss on early repayments | 50,892 | - |
| Accrued interest and accretion (Note 17) | 553,826 | - |
| Effect of foreign exchange | 69,540 | - |
| Balance July 31, 2022 | 3,339,349 | 686,607 |
| Loans received net of equity portion | 4,720,366 | 302,662 |
| Impact of combination of loans | (3,673,028) | |
| Accrued interest and accretion (Note 17) | 799,815 | - |
| Effect of foreign exchange | 47,395 | - |
| Balance July 31, 2023 (Note 12) | $5,233,897 | $989,269 |
The loans are made up as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
16. SHARE CAPITAL
Authorized:
Unlimited number of common shares without par value.
Issued:
As at July 31, 2023, the Company had 17,740,019 common shares issued and outstanding (July 31, 2022 – 17,740,019), out of which 4,486,848 are held in escrow with 2,243,424 shares to be released on January 2, 2024 and same amount every 6 months after until July 2, 2024.
Warrants
During the year ended July 31, 2023, all of the 3,798,667 warrants outstanding expired unexercised. As at July 31, 2023, the Company had no warrants issued and outstanding (July 31, 2022 – 3,798,667).
Stock Options
During the year ended July 31, 2019, the Company established a stock option plan (the "Plan"). The purpose of the Plan is to advance the interests of the Company by encouraging the directors, officers,
employees, and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire common shares of the Company thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.
The aggregate number of shares that may be issued pursuant to the exercise of options awarded under the stock option plan and all other security-based compensation arrangements of the Company shall not exceed ten (10%) percent of the issued and outstanding shares immediately following the issuance of shares pursuant to the Plan of Arrangement.
On April 14, 2022, the Company issued 1,212,500 stock options to its directors, officers, employees, and consultants. The options are exercisable at a price of $0.23 per share for a period of 10 years. The fair value of the options was $216,178 using the Black-Scholes option pricing model with the following assumptions: volatility of 120%, expected life of 10 years, risk-free interest rate of 1.97% and expected dividends of Nil. The options vest over a four-year period, with one quarter of the options vesting in one year, and thereafter vesting monthly. Balance, July 31, 2021 50,000 $ 0.60 Issued 1,212,500 0.23 Outstanding Exercisable Exercise Remaining Life Expiry
Share-based payments of $135,837 were recorded for the vesting of stock options for the year ended July 31, 2023 (2022 – $50,583).
Number of Options Weighted Average Exercise Price Balance at July 31, 2022 and July 31, 2023 1,262,500 $ 0.24 (#) (#) Price ($) (Years) Date
Stock options transactions are as follows:
Stock options outstanding as at July 31, 2023 are as follows:
| 50,000 | 46,875 | 0.60 | 6.29 | November 12, 2029 |
|---|---|---|---|---|
| 1,212,500 | 378,906 | 0.23 | 8.71 | April 14, 2032 |
| 1,262,500 | 425,781 | 0.24 | 8.62 |
PLANK VENTURES LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
17. RELATED PARTY TRANSACTIONS
| PLANK VENTURES LTD. | ||
|---|---|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | ||
| RELATED PARTY TRANSACTIONS | ||
| Key management personnel are the persons responsible for the planning, directing, and controllingthe activities of the Company and include both executives and non-executive directors, and entitiescontrolled by such persons. The Company considers all directors and officers of the Company to bekey management personnel. Fees charged by key management during July 31, 2023 and 2022 wereas follows: | ||
| Year ended | July 31, 2023 | July 31, 2022 |
| Fees accrued for a company controlled by the CEO | $128,579 $ | 133,933 |
| Fees accrued for a company controlled by the CFO | 3,150 | 6,300 |
| Fees paid to a company controlled by the CFO | 32,850 | 25,575 |
| Fees paid to a company controlled by the CEO | 247,990 | 214,418 |
18. DEFERRED REVENUE
| $336,000 is included in management and consulting fees (2022 - $320,875) | |
|---|---|
| $70,919 is included in professional fees (2022 - $52,427) | |
| $5,649 is included in office and administration (2022 - $6,924) | |
| In addition, share-based payments of $123,395 (2022 - $49,279) was earned by key management anddirectors. | |
| Included in accounts payable and accrued liabilities is $483,956 (July 31, 2022- $351,239) owing tocompanies controlled by directors and officers of the Company. Amounts payable to related partiesare unsecured, non-interest bearing and have no specified terms of repayment. | |
| Interest and accretion recorded on related party loans to companies with a common director and | |
| officer or to companies controlled by directors and/or officers or by a director of a related companywere $799,815 during the year ended July 31, 2023 (2022 - $553,826). | |
| DEFERRED REVENUE | |
| The continuity of deferred revenue is as follows: | |
| Balance July 31, 2021 | $621,651 |
| Additions | 3,738,390 |
| Revenue recognized | (3,794,246) |
| Effect of foreign exchange | 18,057 |
| Balance July 31, 2022 | 583,852 |
| Additions | 4,561,211 |
| Revenue recognized | (4,688,600) |
| Effect of foreign exchange | 115,651 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
19. NOTE PAYABLE
| US$250,000 of the promissory note was payable not later than 12 months after October 29, 2020, andthe final US$250,000 was payable not later than 24 months after October 29, 2020. The promissorynote was non-interest bearing and discounted at a market rate of interest of 15%. On October 28,2022, Votigo paid the remaining instalment of US$250,000 to the previous shareholders of US Sweepsin cash (Note 4).On April 1, 2022, Votigo entered into a deferred payment agreement in the amount of US$660,000with respect to the purchase of 100% of the common shares of Promotion Activators (Note 4). Theamount is non-interest bearing, discounted at a market rate of interest of 11%, and payable in fourequal instalments of US$165,000, on the anniversary of the transaction. On March 30, 2023, Votigopaid the first instalment of US$165,000 to the previous shareholders of Promotion Activators in cash(Note 4).Continuity of short-term note payable included in accounts payable and accrued liabilities (Note 12):July 31,Balance July 31, 2021$Fair value of short-term promissory note (Note 4)Loan accretionLoan repaymentTransferred from long-term payableEffect of foreign exchangeBalance July 31, 2022 (Note 12)Loan accretionLoan repaymentTransferred from long-term payableEffect of foreign exchange | On October 29, 2020, Votigo entered into an unsecured promissory note agreement in the amount ofUS$500,000 with respect to the purchase of 100% of the common shares of US Sweeps (Note 4). | |
|---|---|---|
| 2023 | ||
| 300,868 | ||
| 185,750 | ||
| 48,389 | ||
| (309,600) | ||
| 269,457 | ||
| 12,356 | ||
| 507,220 | ||
| 33,473 | ||
| (546,846) | ||
| 202,829 | ||
| 6,153 | ||
| Balance July 31, 2023 (Note 12) | $202,829 | |
| Continuity of long-term note payable: | ||
| July 31, |
| Balance July 31, 2022 (Note 12) | 507,220 |
|---|---|
| Effect of foreign exchange | 6,153 |
| Balance July 31, 2023 (Note 12) | $202,829 |
| Continuity of long-term note payable: | |
| July 31, | |
| 2023 | |
| Balance July 31, 2021 | $261,761 |
| Fair value of long-term promissory note (Note 4) | 452,794 |
| Loan accretion | 26,442 |
| Transferred to short-term payable | (269,457) |
| Effect of foreign exchange | 9,687 |
| Balance July 31, 2022 | 481,227 |
| Loan accretion | 48,718 |
| Transferred to short-term payable | (202,829) |
| Effect of foreign exchange | 19,575 |
| Balance July 31, 2023 | $346,691 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
20. NON-CONTROLLING INTEREST
| PLANK VENTURES LTD. | ||
|---|---|---|
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
| (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | ||
| NON-CONTROLLING INTEREST | ||
| Balance July 31, 2021 | $ | 1,347,652 |
| Share of net loss | 4,251 | |
| Effect of foreign exchange | (31,258) | |
| Balance July 31, 2022 | 1,320,645 | |
| Share of net loss | 383,103 | |
| Effect of foreign exchange | (38,725) | |
| $ | 1,665,023 | |
| Balance July 31, 2023 | ||
| The following is a summarized consolidated statement of financial position of Votigo, US Sweeps,and Promotion Activators at July 31, 2023 and 2022: | ||
| July 31,2023 | July 31,2022 | |
| Current: | $$ | |
| Assets | 3,525,774 | 3,652,600 |
| Liabilities | (2,493,559) | (4,075,684) |
| NON-CONTROLLING INTEREST | |||
|---|---|---|---|
| Balance July 31, 2021 | $ | 1,347,652 | |
| Share of net loss | 4,251 | ||
| Balance July 31, 2022 | 1,320,645 | ||
| Balance July 31, 2023 | $ | 1,665,023 | |
| The following is a summarized consolidated statement of financial position of Votigo, US Sweeps,and Promotion Activators at July 31, 2023 and 2022: | July 31, | July 31, | |
| 2023 | 2022 | ||
| Current: | $ | $ | |
| Assets | 3,525,774 | 3,652,600 | |
| Liabilities | (2,493,559) | (4,075,684) | |
| Total current net assets | 1,032,215 | (423,084) | |
| Non current: | |||
| Assets | 1,756,189 | 2,576,033 | |
| Liabilities | (803,980) | (922,655) | |
| Total non-current net assets | 952,209 | 1,653,378 | |
| Total net assets | $ 1,984,424 | $ | 1,230,294 |
| The following is a summarized consolidated statement of comprehensive income (loss) of Votigo, USSweeps, and Promotion Activators for the years ended July 31, 2023 and 2022: | July 31,2023 | July 31,2022 | |
| Revenue | $ 5,383,192$645,173 | $$ | 4,196,725476,914 |
| Net income (loss) and comprehensive income (loss) | $645,173 | $476,914 |
|---|
21. CAPITAL MANAGEMENT
The Company defines capital as an aggregate of its equity. The Company manages its capital structure to ensure it has sufficient capital to meet its obligations as they come due. There were no changes in the Company's approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.
22. FINANCIAL INSTRUMENTS
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
22. FINANCIAL INSTRUMENTS (CONT'D)
- Level 1 unadjusted quoted prices in active markets for identical assets or liabilities.
- Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing.
The fair value of the Company's cash and restricted cash, trade and other receivables, loan receivable, accounts payable and accrued liabilities approximates their carrying values. The carrying value of the Company's lease liability, term loans payable and long-term note are measured at the present value of the discounted future cash flows. The Company's listed company investments are measured at fair value using Level 1 inputs. The Company's private company investments are measured at fair value using Level 3 inputs.
Specific valuation techniques are used to fair value financial instruments, specifically those that are not quoted in an active market. These are development stage companies, as such the Company utilized a market approach:
- The use of quoted market prices in active or other public markets
- The use of most recent transactions
- Black-Scholes Option Pricing Models
There were no transfers between levels during the year ended July 31, 2023 and 2022.
Financial Risk Factors
The Company has exposure to the following risks from its use of financial instruments:
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. All of the Company's loans payable, note payable and investments have a fixed interest rate therefore the Company is not currently exposed to interest rate risk.
Credit Risk
Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet its contractual obligations. The Company's receivables consist of trade receivables, loan receivable and government sales tax receivable. Based on the evaluation of receivables as of July 31, 2023, the Company believes that its receivables are collectable and management has determined that the credit risk is low. Credit risk of cash and restricted cash is low as cash balances are held at reputable financial institutions.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining sufficient cash to enable settlement of transactions on the due date. Management monitors the Company's contractual obligations and other expenses to ensure adequate liquidity is maintained.
Market Risk
Market risk is the risk that investments in shares of publicly traded companies will decline in value as a result of a decline in prices quoted in open markets. The Company is exposed to market risk as it owns shares in ESGG.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
22. FINANCIAL INSTRUMENTS (CONT'D)
Currency Risk
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 exposed to foreign currency exchange risk as it has sales and contracts denominated in currencies other than the functional currency of the Company and its subsidiaries.
23. SEGMENT INFORMATION
| fluctuate because they are denominated in currencies that differ from the respective functionalcurrency. The Company is exposed to foreign currency exchange risk as it has sales and contractsdenominated in currencies other than the functional currency of the Company and its subsidiaries. | ||||
|---|---|---|---|---|
| The Company's reporting currency is the Canadian dollar and as such the Company is exposed toforeign currency fluctuations on its US dollar denominated financial instruments. As at July 31, 2023,the Company had US dollar denominated cash of US$5,444 (July 31, 2022 – US$6,955), loan receivableof US$564,137 (July 31, 2022 – US$512,603) and loans payable of US$474,310 (July 31, 2022 –US$700,000). As at July 31, 2023, a 10% change in exchange rates between US dollars and Canadiandollars would impact the Company's net income by approximately $12,554 (2022 – $46,820). | ||||
| SEGMENT INFORMATION | ||||
| During the year ended July 31, 2023 and 2022, the Company had two geographical areas and twooperating segments, being investing activities (Canada) and online promotions (United States ofAmerica). Revenue and assets by geography are presented below: | ||||
| As at and for the year ended July 31, 2023: | ||||
| Canada | USA | Total | ||
| Revenue | $- | $5,383,192 | $5,383,192 | |
| Amortization | $- | $376,231 | $376,231 | |
| Interest expense | $809,750 | $88,645 | $898,395 | |
| Fair value gain on investments | $1,866,057 | $67,815 | $1,933,872 | |
| Net income (loss) | $157,068 | $695,324 | $852,392 | |
| Current assets | $372,107 | $3,525,774 | $3,897,881 | |
| Non current assets | $7,944,045 | $2,326,761 | $10,270,806 | |
| Non-controlling interest | $- | $1,665,023 | $1,665,023 | |
| As at and for the year ended July 31, 2022: | ||||
| Canada | USA | Total | ||
| Revenue | $- | $4,196,725 | $4,196,725 | |
| Amortization | $- | $291,120 | $291,120 | |
| Interest expense | $553,826 | $85,309 | $639,135 | |
| Fair value gain on investments | $683,905 | $- | $683,905 | |
| Net income (loss) | $(1,646,727) | $180,603 | $(1,466,124) | |
| Current assets | $349,463 | $3,652,600 | $4,002,063 | |
| Non current assets | $5,384,838 | $2,480,843 | $7,865,681 | |
| Canada | USA | Total | |
|---|---|---|---|
| As at and for the year ended July 31, 2022: | |||
| Canada | USA | Total | |
| Revenue | $- | $4,196,725 | $4,196,725 |
| Amortization | $- | $291,120 | $291,120 |
| Interest expense | $553,826 | $85,309 | $639,135 |
| Fair value gain on investments | $683,905 | $- | $683,905 |
| Net income (loss) | $(1,646,727) | $180,603 | $(1,466,124) |
| Current assets | $349,463 | $3,652,600 | $4,002,063 |
| Non current assets | $5,384,838 | $2,480,843 | $7,865,681 |
| Non-controlling interest | $- | $1,320,645 | $1,320,645 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
24. INCOME TAXES
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | ||
|---|---|---|
| (Expressed in Canadian Dollars for years ended July 31, 2023 and 2022) | ||
| A reconciliation of the calculated income taxes for the fiscal years ended July 31, 2023 and 2022 areas follows: | ||
| July 31, 2023 | July 31, 2022 | |
| Combined federal and provincial statutory income tax rate | 27.35% | 27.04% |
| Accounting loss before income taxes | $732,833 $ | (1,763,918) |
| Expected income tax recovery at statutory rates | 200,402 | (475,436) |
| Non-deductible expenditures | 250,299 | 173,380 |
| Other | (51,475) | (72,527) |
| Change in benefits not recognized | (405,443) | 76,788 |
| Deferred Income tax expense (recovery)The Company did not recognize the following deferred tax assets for the following deductibletemporary differences: | $(6,218) $ | (297,794) |
| July 31, 2023 | July 31, 2022 | |
| Non-capital losses | $535,309 | $127,815 |
| Intangible Assets | (403,819) | (399,353) |
| Investments | (535,309) | (127,815) |
| Net deferred tax liabilities | $(403,819)$ | (399,353) |
| Temporary difference for which no deferred tax assetes were not recognized | ||
| July 31, 2023 | July 31, 2022 | |
| Non-capital losses | $1,772,588$ | 3,061,846 |
| July 31, 2023 | July 31, 2022 | |
|---|---|---|
| Deferred Income tax expense (recovery) | $(6,218) $ | (297,794) |
|---|---|---|
| The Company did not recognize the following deferred tax assets for the following deductible | ||
| temporary differences: | ||
| July 31, 2023 | July 31, 2022 | |
| Temporary difference for which no deferred tax assetes were not recognized | July 31, 2023 | July 31, 2022 |
| Non-capital losses | $1,772,588 | $3,061,846 |
| Goodwill | 24,923 | 33,676 |
| Fixed assets | 224,752 | 224,073 |
| Other deductible temporary differences | - | 202,647 |
| Total | $2,022,263 | $3,513,688 |
| As at July 31, 2023, the Company has non-capital loss carry-forward of $1,772,588 that it can applyagainst income in future years. | ||
25. SUBSEQUENT EVENTS
On September 30, 2023, the Company announced that it plans to combine and extend the maturity of loans payable to a company controlled by a significant shareholder and combine and extend the loans payable to a company controlled by an officer effective September 30, 2023 (Note 15).
Combination and extension of maturity date on loans payable to a company controlled by a significant shareholder:
- Loan with the principal amount of $3,673,028 carrying 10% interest originally entered on December 31, 2022;
- Loan with the principal amount of $350,000 carrying 12% interest originally entered on June 22, 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars for years ended July 31, 2023 and 2022)
25. SUBSEQUENT EVENTS (CONT'D)
The maturity date of these two loans was September 30, 2023. The due date of the new combined loan is December 31, 2023 carrying a 12% interest rate.
The Company has also extended the $200,000 loan which was originally entered into on December 14, 2022 and carried an interest rate of 10%. The due date of the loan has been extended from its original maturity date of September 30, 2023 to December 31, 2023. The interest rate of the loan will increase to 12%.
Combination and extension of maturity date on loans payable to a company controlled by an officer:
- Loan with the principal amount of $100,000 carrying 10% interest originally entered on September 2, 2022;
- Loan with the principal amount of $50,000 carrying 10% interest originally entered on December 14, 2022;
- Loan with the principal amount of $50,000 carrying 10% interest originally entered on June 21, 2023;
The maturity date of the three loans was September 30, 2023. The due date of the new combined loan is December 31, 2023 carrying a 12% interest rate.
The Company has extended the US$300,000 loan which was originally entered into on August 30, 2018 and carried an interest rate of 10%. The due date of the loan has been extended from its original maturity date of September 30, 2023 to December 31, 2023. The interest rate of the loan will increase to 12%.
The Company's convertible promissory notes of Creator (Note 11) of $500,000 plus accrued were converted into 709,825 Class A common shares.