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Predictiv AI Inc. — Audit Report / Information 2025
May 30, 2025
44685_rns_2025-05-30_1327178c-c5ab-4256-9ac0-f20dd7d36404.pdf
Audit Report / Information
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PREDICTIV AI INC.
Consolidated Financial Statements
For the Years Ended January 31, 2025 and 2024
Predictiv AI Inc.
Consolidated Financial Statements
For the Years Ended January 31, 2025 and January 31, 2024
Contents
| Consolidated Financial Statements | Page |
|---|---|
| Consolidated Statements of Financial Position | 1 |
| Consolidated Statements of Loss and Comprehensive Loss | 2 |
| Consolidated Statements of Changes in Equity (Deficiency) | 3 |
| Consolidated Statements of Cash Flows | 4 |
| Notes to Consolidated Financial Statements | 5 - 21 |
AGT Partners LLP Chartered Professional Accountants
Tel: 905-266-0287 7675
Fax: 905-266-1349
[email protected]
Highway 27, unit 23
Woodbridge, ON L4L 4M5
www.agtllp.com
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Predictiv AI Inc.
Opinion
We have audited the accompanying consolidated financial statements of Predictiv AI Inc. (the "Company"), which comprise the consolidated statement of financial position as at January 31, 2025 and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Predictiv AI Inc. as at January 31, 2025 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 Audits 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 is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended January 31, 2025, and, as of that date, the Company had an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
We draw attention to Note 16 in the consolidated financial statements, which indicates that management has restated the consolidated financial statements as at January 31, 2024. As part of our audit of the consolidated financial statements for the year ended January 31, 2025, our role with respect to the restatements relating to fiscal 2024 and prior was to review the rationale for restating the comparative information for the year ended January 31, 2024. In our opinion, such adjustments are appropriate and have been properly applied. we were not engaged to audit, review, or apply any procedures to the consolidated financial statements of the Company as at and for the year ended January 31, 2024, and as at February 1, 2023. Accordingly, we do not express an opinion or any other form of assurance on those consolidated financial statements taken as a whole.
Other matter
The consolidated financial statements of the Company for the year ended January 31, 2024 were audited by another auditor who expressed an unmodified opinion on those statements on May 27, 2024.
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 for the year ended January 31, 2025. 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.
We have determined there are no Key Audit Matters
Information Other than the Consolidated Financial Statements and Auditor's Report Thereon
Management is responsible for the other information. The other information comprises the Management Discussion and Analysis and any other statutory or other reports which may include financial information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
AGT Partners LLP Chartered Professional Accountants
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. 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 these consolidated financial statements in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audits 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 judgement 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 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.
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.
A
AGT Partners LLP
Chartered Professional Accountants
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, actions taken to eliminate threats or safeguards applied.
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 period 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 Umair Tasadduq.
AGT Partners LLP
LICENSED PUBLIC ACCOUNTANTS
Woodbridge, Canada
May 30, 2025
1
Predictiv AI Inc.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars, unless otherwise stated)
As at January 31, 2025 and January 31, 2024
| Notes | January 31, 2025 | Restated (note 16) January 31, 2024 | February 1, 2023 | |
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash | $ 11,464 | $ 9,461 | $ 64,401 | |
| Prepaids and sundry assets | 5 | 7,949 | 11,947 | 4,605 |
| 19,413 | 21,408 | 69,006 | ||
| Non-current assets | ||||
| Property and equipment | 6 | 1,634 | 2,228 | 2,971 |
| Total Assets | $ 21,047 | 23,636 | $ 71,977 | |
| Liabilities | ||||
| Current liabilities | ||||
| Accounts payable and accrued liabilities | 7,11 | $ 214,648 | $ 966,904 | $ 679,609 |
| Loans payable | 8 | 20,000 | 136,500 | 165,000 |
| 234,648 | 1,103,404 | 844,609 | ||
| Non-current liabilities | ||||
| Loans payable | 8 | 647,084 | 140,000 | - |
| Total Liabilities | 881,732 | 1,243,404 | 844,609 | |
| Shareholders’ Equity (Deficiency) | ||||
| Share capital | 9 | 18,737,992 | 18,101,723 | 18,101,723 |
| Contributed surplus | 9,10 | 4,244,998 | 4,244,998 | 4,244,998 |
| Warrants Reserve | 9 | 63,481 | - | - |
| Accumulated deficit | 16 | (23,907,156) | (23,566,489) | (23,119,353) |
| Total Shareholders’ Equity (Deficiency) | (860,685) | (1,219,768) | (772,632) | |
| Total Liabilities and Shareholders’ Equity (Deficiency) | $ 21,047 | $ 23,636 | $ 71,977 |
Going concern (Note 1)
Subsequent events (Note 17)
The accompanying notes are an integral part of these consolidated financial statements.
Approved by the Board
Signed: “James Grimes”
Director
Signed: “Khurram Qureshi”
Director
Predictiv AI Inc.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
| | Notes | 2025 | Restated (note 16)
2024 |
| --- | --- | --- | --- |
| Revenue | | $ - | $ - |
| Expenses | | | |
| Management fees | 11 | 144,000 | 144,000 |
| Professional and consulting fees | | 173,988 | 160,988 |
| General and administrative expenses | 13 | 55,800 | 36,767 |
| Depreciation – property and equipment | 6 | 594 | 743 |
| Total Expenses | | 374,382 | 342,498 |
| Loss from operations before undernoted items | | (374,382) | (342,498) |
| Interest expense | | 43,290 | 30,520 |
| Foreign exchange (gain) loss | | 661 | (216) |
| Gain on sale of subsidiary | 14 | (77,666) | - |
| Net loss for the year before income taxes | | (340,667) | (372,802) |
| Income tax and other taxes | 12 | - | 74,334 |
| Net loss for the year | | (340,667) | (447,136) |
| Total comprehensive loss for the year | | (340,667) | (447,136) |
| Loss per share - basic and diluted | | $ (0.00) | $ (0.00) |
| Weighted average number of common shares - basic and diluted | | 128,500,616 | 93,500,616 |
The accompanying notes are an integral part of these consolidated financial statements.
Predictiv AI Inc.
Consolidated Statements of Changes in Equity (Deficiency)
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
| Share Capital | Contributed Surplus | Warrants Reserve | Deficit | Total | ||
|---|---|---|---|---|---|---|
| Number of Shares | Amount | |||||
| Balance, February 1, 2023 | 93,500,616 | $ 18,101,723 | $ 4,244,998 | $ - | $ (23,119,353) | $ (772,632) |
| Loss and comprehensive loss for the year - restated | - | - | - | - | (447,136) | (447,136) |
| Balance, January 31, 2024 – Restated | 93,500,616 | $ 18,101,723 | $ 4,244,998 | $ - | $ (23,566,489) | (1,219,768) |
| Shares issued – private placement | 10,000,000 | 136,519 | - | - | - | 136,519 |
| Share issuance cost | - | (250) | - | - | - | (250) |
| Shares issued – debt conversion | 25,000,000 | 500,000 | - | - | - | 500,000 |
| Warrants issued | - | - | - | 63,481 | - | 63,481 |
| Loss and comprehensive loss for the year | - | - | - | - | (340,667) | (340,667) |
| Balance, January 31, 2025 | 128,500,616 | $ 18,737,992 | $ 4,244,998 | $ 63,481 | $ (23,907,156) | $ (860,685) |
The accompanying notes are an integral part of these consolidated financial statements.
Predictiv AI Inc.
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net loss for the year | $ (340,667) | $ (447,136) | |
| Adjustments to net loss for non-cash items: | |||
| Depreciation and amortization | 6 | 594 | 743 |
| Gain on sale of subsidiary | 14 | (77,666) | - |
| Loan forgiveness reversal | 8,14 | - | 20,000 |
| Interest expense | 28,536 | - | |
| (389,203) | (426,393) | ||
| Changes in non-cash working capital: | |||
| (Increase) decrease in prepaid and sundry assets | 3,484 | (7,342) | |
| Increase (decrease) in accounts payable and accrued liabilities | 167,972 | 287,295 | |
| Cash Used in Operating Activities | (217,747) | (146,440) | |
| Cash flow from investing activities | |||
| Investing in capital asset development | - | - | |
| Cash Used in Investing Activities | - | - | |
| Cash flow from financing activities | |||
| Proceeds from private placement | 200,000 | - | |
| Share issue cost | (250) | - | |
| Proceeds from loans | 20,000 | 223,500 | |
| Repayment of loans | - | (132,000) | |
| Cash Generated from Financing Activities | 219,750 | 91,500 | |
| Net Increase (Decrease) in cash | 2,003 | (54,940) | |
| Cash, beginning of year | 9,461 | 64,401 | |
| Cash, end of year | $ 11,464 | $ 9,461 |
The accompanying notes are an integral part of these consolidated financial statements.
Supplementary cash-flow information – Non-cash investing and financing transactions
| Settlement of loans payable through the issuance of shares | 8 | $ 141,500 | - |
|---|---|---|---|
| Settlement of accounts payable and accrued liabilities through the issuance of shares | 9, 11 | $ 358,500 | - |
| Settlement of accounts payable and accrued liabilities through the conversion to loans payable | 8, 11 | $ 572,084 | - |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
1. Corporate Information and Going Concern
Predictiv AI Inc. (formerly Internet of Things Inc.)("the Company" or "PAI Inc.") is a publicly listed company incorporated in Canada with limited liability under the legislation of the Province of Ontario and its shares are listed on the TSX Venture Exchange. The consolidated financial statements of the Company as at and for the year ended January 31, 2025 and 2024 comprise the Company and its wholly owned subsidiaries being AI Labs Inc., and IOT Labs Inc. Weather Telematics Inc. was a wholly-owned subsidiary and was consolidated until its disposition on December 16, 2024.
PAI Inc. is a software and solutions provider in the artificial intelligence and industrial Internet of Things "IoT" markets. It is a technology company which helps businesses and organizations make smarter decisions using advanced artificial intelligence, deep machine learning and data science techniques.
The head office, principal address, registered office, and records of the Company are located at 20 Bay Street, 11th Floor, Toronto, Ontario, Canada, M5J 2N8.
These consolidated financial statements were approved by the Company's Board of Directors and authorized for issue on May 30, 2025.
Going Concern
Since inception, the Company has incurred consolidated losses amounting to $23,907,156 (2024 - $23,566,489). During the year, the Company reported a consolidated net loss of $340,667 (2024 - $447,136). As at January 31, 2025 the Company had a consolidated working capital deficiency of $215,235 (2024 - $1,081,996). The ability of the Company to continue as a going concern is dependent upon generating profitable operations from its acquisitions or obtaining new equity and/or debt financing on commercial terms acceptable to the Company. All of these outcomes are material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.
The accompanying consolidated financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments to reflect any events since January 31, 2025 or the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from this material uncertainty. These adjustments could be material.
2. Statement of Compliance and Basis of Preparation
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 ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC"). The policies applied in these consolidated financial statements are based on IFRS in effect as at January 31, 2025.
Basis of measurement
These consolidated financial statements have been prepared on the historical cost basis except as provided in note 4. The comparative figures presented in these consolidated financial statements are in accordance with the same accounting policies.
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
2. Statement of Compliance and Basis of Preparation (Cont'd)
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its wholly-owned subsidiaries controlled by the Company (the "Group"). Control exists when the Company is exposed to, or has the rights to variable returns from its involvement with the other entity and has the ability to affect these returns through its power over the other entity.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All inter-group balances, transactions, unrealized gains and losses resulting from inter-group transactions and dividends are eliminated in full.
Basis of presentation
The accompanying consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency, and include the accounts of IOT Labs Inc. and AI Labs Inc. for the entirety of the periods presented, and Weather Telematics Inc. up to December 16, 2024 when control of this entity was lost. All significant intercompany accounts and transactions have been eliminated.
3. Material Accounting Judgements, Estimates and Assumptions
The preparation of these consolidated financial statements requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates.
These consolidated financial statements include estimates that, by their nature, are uncertain. The impact of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and also in future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Areas where estimates are significant to these consolidated financial statements are as follows:
i) The estimates used in determining the stock option and warrant fair values, utilizes estimates made by management in determining the appropriate input variables such as the term of the option or warrant, expected price volatility of the underlying share, expected life, the expected dividend yield and the risk free interest rate for the term of the option or warrant in the Black-Scholes valuation model.
ii) The fair value of intangibles and goodwill acquired from acquisitions and estimates on any applicable impairment. The Company's estimate of a CGU's or group of CGUs' recoverable amount is based on value in use ("VIU") and involves estimating future cash flows before taxes. Future cash flows are estimated based on multi-year extrapolation of the most recent historical actual results or budgets and a terminal value calculated by discounting the final year in perpetuity. The future cash flow estimates are then discounted to their present value using an appropriate discount rate that incorporates a risk premium specific to each business.
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
3. Material Accounting Judgements, Estimates and Assumptions (Cont'd)
iii) Business combination. The amount of goodwill initially recognized as a result of a business combination is dependent on the allocation of the consideration transferred to the fair value of the identifiable assets acquired and the liabilities assumed. The Company applies judgment in identification of identifiable intangible assets. The Company uses external parties with the requisite expertise to determine the acquisition-date fair values of certain identifiable assets acquired.
iv) Judgment is involved in the determination of the useful life of the Company’s property and equipment for the computation of depreciation. No assurance can be given that actual useful lives will not differ significantly from current assumptions. Indicators of impairment are reviewed on a quarterly basis, and this assessment involves judgement.
v) Judgement is exercised in determining whether a deferred tax asset is recognized, which is dependent on management’s estimate of the Company’s ability to generate future taxable income.
4. Material Accounting Policy Information
Adoption of New and Amended Accounting Policies
On January 23, 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements to clarify the requirements for classifying liabilities as current or non-current. The amendments include specifying the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists and expectations about events after the balance sheet date are not relevant. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. The adoption of the amendment had no impact on the Company’s consolidated financial statements.
Revenue recognition
Revenue is recognized at an amount that reflects the expected consideration receivable in exchange for transferring goods or services to a customer, applying the following five steps:
- Identify the contract with a customer;
- Identify the performance obligations in the contract;
- Determine the transaction price;
- Allocate the transaction price to the performance obligations in the contract; and
- Recognize revenue when (or as) the entity satisfies a performance obligation.
The standard also provides guidance relating to principal versus agent relationships, licenses of intellectual property, contract costs and the measurement and recognition of gains and losses on the sale of certain non-financial assets such as property and equipment.
The Company has identified its revenues are usage-based licensing. It provides customer right to use either the raw data sent from all of its mobile platforms or to use processed information sent from application interface. The Company recognizes revenue based on monthly subscription in accordance with the customer contract. The subscription is dependent upon the number of sensors that are deployed times monthly fees per unit. The revenue is recognized when the number of units deployed during the month has been confirmed to the customer and measured at an agreed amount to which the Company expects to be entitled.
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
4. Material Accounting Policy Information (Cont'd)
Financial Instruments
A financial asset shall be measured at amortized cost if it is held with the objective of holding assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest.
All financial instruments are classified into either fair value through profit of loss ("FVTPL") or amortized cost.
The Company has made the following classifications:
| Cash | Amortized cost |
|---|---|
| Accounts receivables | Amortized cost |
| Accounts payable and accrued liabilities (with the exception of government remittances payable) | Amortized cost |
| Loans payable | Amortized cost |
Impairment requirements use an "expected credit loss" ("ECL") model to recognize an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted.
Under the "Expected credit loss" model, the Company calculates the allowance for credit losses by considering on a discounted basis the cash shortfalls it would incur in various default scenarios for prescribed future periods and multiplying the shortfalls by the probability of each scenario occurring. The allowance is the sum of these probability weighted outcomes.
All financial assets except for those at FVTPL are subject to review for impairment at least at the end of each reporting period. Financial assets are considered impaired when there is objective evidence that the future cash flows from a financial asset or a group of financial assets has been negatively impacted. Different criteria to determine impairment are applied for each category of financial assets.
All other financial assets are classified and measured at FVTPL unless the Company makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent consideration recognized in a business combination) in other comprehensive income ("OCI").
Financial liabilities
The Company measures its financial liabilities at amortized cost. They are initially measured at fair value, net of transaction costs and subsequently at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
4. Material Accounting Policy Information (Cont'd)
Foreign currency transactions
Foreign currency transactions are translated into Canadian Dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in profit or loss.
Cash and cash equivalents
Cash includes cash on hand and deposits held at financial institutions. Cash equivalents include other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. The Company did not have any cash equivalents at January 31, 2025 and 2024.
Share capital
Common shares are classified as equity. Amounts received for share units issued are allocated between common shares and warrants based on the relative fair value method. Costs directly attributable to the common shares are recognized as a deduction from equity, net of any tax effects.
Warrants
From time to time, the Company may issue warrants as a means of raising capital. The Company values warrants using the Black-Scholes pricing model. Any transaction costs arising on the issuance of warrants are recognized in equity as a reduction of the proceeds from warrants. In the event that warrants are exercised, the fair value of the warrants issued is reclassified from warrants reserve to share capital. In the event that warrants expire unexercised, their value is transferred from warrants reserve to contributed surplus.
Income taxes
Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that they relate to items recognized directly in other comprehensive loss.
Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.
Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at tax rates that are expected to apply in the period when the asset is realized or the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in loss and comprehensive loss or in equity depending on the item to which the adjustment relates.
Deferred tax assets are recognized to the extent future recovery is probable. At the end of each reporting period, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
4. Material Accounting Policy Information (Cont'd)
Provisions and contingencies
Provisions are recognized when a legal or constructive obligation exists, as a result of past events, and it is probable that an outflow of resources that can be reliably estimated will be required to settle the obligation. Where the effect is material, the provision is discounted using an appropriate current market-based pre-tax discount rate. The increase in the provision due to passage of time is recognized as interest expense.
When a contingency substantiated by confirming events can be reliably measured and is likely to result in an economic outflow, a liability is recognized as the best estimate required to settle the obligation. A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events, or where the amount of a present obligation cannot be measured reliably or will likely not result in an economic outflow. Contingent assets are only disclosed when the inflow of economic benefits is probable. When the economic benefit becomes virtually certain, the asset is no longer contingent and is recognized in the consolidated financial statements.
Loss per share
Basic loss per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed using the treasury stock method. Stock options and warrants outstanding are not included in the computation of diluted earnings per share if their inclusion would be anti-dilutive.
Share-based payments
The Company uses the fair value method whereby the Company recognizes compensation costs for the granting of all stock options and direct awards of stock based on their fair value over the period of vesting using the Black-Scholes option pricing model. Any consideration paid by the option holders to purchase shares is credited to capital stock.
Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity settled share-based payment transactions and measured at the fair value of goods or services received. If the fair value of the goods or services received cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or the services.
Property and equipment
Property and equipment are initially recorded at cost. Depreciation is provided using methods outlined below at rates intended to depreciate the cost of assets over their estimated useful lives.
| Method | Rate |
|---|---|
| Computer and office equipment | Declining balance 20% |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
4. Material Accounting Policy Information (Cont'd)
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the company to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to the consolidated statement of profit and loss. On the acquisition of a business, the Company assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Business combinations are initially accounted for on a provisional basis. The Company respectively adjusts the provisional amounts recognized and also recognizes additional assets or liability during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period extends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the Company receives all the information possible to determine the fair value.
Functional currency
These Financial Statements are presented in Canadian dollars. The functional currency for each subsidiary consolidated with the Company is determined by the currency of the primary economic environment in which it operates (the "functional currency"). The Company and its subsidiaries' functional currency is the Canadian dollar. In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency are recognized at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange prevailing at that date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are retranslated at the rates of exchange prevailing at that date, while non-monetary assets and liabilities measured in terms of historical cost in a foreign.
5. Prepaids and Sundry Assets
Prepaids and sundry assets includes the government receivables arising from HST recovery.
| January 31, 2025 | January 31, 2024 | |
|---|---|---|
| Other prepaids | $ 5,884 | $ 9,160 |
| HST recovery | 2,065 | 2,787 |
| $ 7,949 | $ 11,947 |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
6. Property and Equipment
| Computer and office equipment | |
|---|---|
| Cost, February 1, 2023 and 2024 | $ 9,412 |
| Addition | - |
| Cost, January 31, 2023 and 2024 | $ 9,412 |
| Accumulated depreciation, February 1, 2023 | 6,441 |
| Charge for the year | 743 |
| Accumulated depreciation, January 31, 2024 | 7,184 |
| Charge for the year | 594 |
| Accumulated depreciation, January 31, 2025 | $ 7,778 |
| Net book value, January 31, 2024 | $ 2,228 |
| Net book value, January 31, 2025 | $ 1,634 |
7. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:
| January 31, 2025 | January 31, 2024 | |
|---|---|---|
| Trade accounts payable | $ 66,567 | $ 53,074 |
| Government remittances payable | 93,708 | 78,769 |
| Other accruals | 54,373 | 835,061 |
| $ 214,648 | $ 966,904 |
8. Loans Payable
| January 31, 2025 | January 31, 2024 | ||
|---|---|---|---|
| (i) | CEBA Loan | $ - | $ 60,000 |
| (ii) | Loans payable, set-up fee of 5%, bearing interest at 1% per month, interest payable monthly, principal due on demand | 75,000 | 216,500 |
| (iii) | Loans payable, set-up fee of 5%, bearing interest at 1.5% per month, interest and set-up fee are capitalized and due at maturity on July 21, 2025 | 20,000 | - |
| (iv) | Management fee and consulting fees converted to un-secured, non-interest-bearing loans | 572,084 | - |
| $ 667,084 | $ 276,500 | ||
| Less: current portion | (20,000) | (136,500) | |
| Long-term portion | $ 647,084 | $ 140,000 |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
8. Loans Payable (Cont'd)
(i) The CEBA loan reported in the fiscal year 2024 related entirely to the Company’s subsidiary, Weather Telematics, which was disposed of on December 16, 2024. Upon disposal, the Company derecognized all liabilities of the subsidiary including this loan.
(ii) At the end of the period, the $75,000 principal loan amount and its accrued interest of $650 are classified as long-term liabilities based upon the lender’s commitment not to demand repayment prior to February 1, 2026.
In March 2024, $141,500 of the prior year’s loans were converted to shares at $0.02 per share.
(iii) The Company issued a $20,000 promissory note to the lender in January 2025. The note has 5% lending fee and carries 1.5% monthly interest. The lending fee and interest payable at maturity on July 21, 2025.
(iv) During the period, $572,084 of current and prior years’ outstanding management and consulting fees were converted to unsecured, non-interest-bearing loans. The lenders have agreed not to demand repayment prior to February 1, 2026, and the loans are consequently presented as non-current.
9. Share Capital and Warrants Reserve
Authorized
Unlimited First Preferred shares, may be issued in series with rights and restrictions as determined by the Board of Directors
Unlimited Second Preferred shares, may be issued in series with rights and restrictions as determined by the Board of Directors
Unlimited Common shares
Transactions
Fiscal 2025
In March 2024, to preserve working capital to fund operations, the Company executed debt settlement agreements with management, consultants, debt holders and an external service provider to convert an aggregate of $500,000 of amounts owing into common shares of the Company. The Company issued an aggregate of 25,000,000 common shares at price of $0.02 per share in satisfaction of the above. The amounts converted comprised $154,894 of loans and accrued interest, $285,106 of internal management and consulting fees and $60,000 of unpaid legal fees.
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
9. Share Capital and Warrants Reserve (Cont'd)
In May 2024, Predictiv AI completed a non-brokered private placement (the "Private Placement") of 10,000,000 units of the Company ("Units") at a price of $0.02 per Unit for total gross proceeds of$ 200,000. Each Unit consists of one common share (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable for one additional Common Share at an exercise price of $0.05 for a period of 24 months. If the volume weighted average price of the Common Shares is equal to or greater than $0.10 for any 10 consecutive trading days, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months from the date of issuance.
The fair value of the Warrants was determined using the Black-Scholes option pricing model using the following assumptions:
| May 21, 2024 | |
|---|---|
| Remaining Contractual Life | 2 years |
| Exercise Price | 0.05 |
| Volatility | 125.91% |
| Dividend Yield | 0% |
| Discount Rate | 4.31% |
10. Share-Based Payments
In August 2011, the Stock Option Plan was approved by the Company's shareholders. The Stock Options Plan was adopted to provide the Company with a share ownership incentive to attract, retain and motivate qualified executives, directors, employees and consultants, to reward their contributions.
The Stock Option Plan provides that, subject to the requirements of the Exchange, the aggregate number of Common Shares reserved for issuance, set aside and made available for issuance under the Stock Option Plan may not exceed $10\%$ of the number of issued Common Shares of the Company at the time the options are granted. The maximum number of Common Shares which may be reserved for issuance in any 12-month period to any one individual, upon exercise of all stock options held by that individual, may not exceed $5\%$ of the issued and outstanding Common Shares, calculated at the date the option was granted.
The following summarizes the options outstanding:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding as at February 1, 2023 | 2,212,252 | $ 0.17 |
| Expired | (2,030,434) | 0.17 |
| Outstanding as at January 31, 2024 | 181,818 | 0.275 |
| Expired | (181,818) | 0.275 |
| Outstanding as at January 31, 2025 | - | - |
| Options exercisable as at January 31, 2024 | 181,818 | $ 0.275 |
| Options exercisable as at January 31, 2025 | - | $ - |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
11. Related Party Balances and Transactions
The Company's key management includes Jim Grimes, President & CEO and Khurram Qureshi, CFO.
The Company had the following transactions with related parties, made in the normal course of operations, and accounted for at an amount of consideration established and agreed to by the Company and the related parties.
(i) During the year ended January 31, 2025, the Company incurred management fees in the amount of $144,000 (2024 -$ 144,000) for key management, comprising of $72,000 each to the Chief Executive Officer (CEO) and the Chief Financial Officer (2024 - $72,000).
During the year, the CEO and CFO converted $97,115 and $78,758 respectively of unpaid management fees to common shares at $0.02 per share. The remaining unpaid fees amounts were converted to unsecured, non-interest-bearing loans, as described in note 8. As of the end of the year, the loans payable to the CEO and CFO were $214,885 (2024 - $nil) and $186,742 (2024 - $nil) respectively.
(ii) During the year ended January 31, 2025, the Company expensed loan interest to a director in the amount of $100 (2024 -$ 2,200).
(iii) As at January 31, 2025, accounts payable and accrued liabilities include $15,771 (2024 -$ 15,771) payable to a company with is related by virtue of having a common director.
(iv) During the year, the Company paid $9,000 (2024 - $nil) of director fees to its independent directors, included in professional and consulting fees.
12. Income Taxes and Other Taxes
In the year ended January 31, 2024, one of companies' subsidiaries, IoT Labs Inc. received corporate tax and GST/HST reassessments for years both prior to and after it was acquired by Predictiv AI. The reassessments indicated that IoT Labs Inc. owed corporate tax of $3,037 and GST/HST$ 61,805 for the years prior the acquisition and corporate tax of $9,492 after the acquisition.
The reconciliation of the combined Canadian federal and provincial statutory income tax rate to the effective tax rates is as follows:
| 2025 | 2024 | |
|---|---|---|
| Current income taxes | ||
| Net loss before recovery of income taxes | $ (340,667) | $ (372,802) |
| Statutory rate | 26.5% | 26.5% |
| Expected income tax recovery | (90,277) | (98,793) |
| Permanent difference | 5,229 | - |
| True up adjustment | (26,279) | - |
| Change in valuation allowance | 132,708 | 98,793 |
| Other | (21,381) | - |
| Income tax (recovery) - deferred | $ - | $ - |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
12. Income Taxes and Other Taxes (Cont'd)
Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:
| 2025 | 2024 | |
|---|---|---|
| Deferred income tax assets | ||
| Non-capital losses carried forward | $ 2,352,353 | $ 2,596,205 |
| Capital losses | 14,225 | 14,225 |
| Property and equipment | 9,949 | 10,433 |
| Impairment of loan | 377,043 | - |
| Deferred income tax assets | $ 2,753,570 | $ 2,620,863 |
The Canadian non-capital loss carries forwards expire as noted in the table below. Capital losses may be carried forward indefinitely. Temporary differences relating to property and equipment and impairment of loan will be reversed in the year those items are deductible for tax. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.
The Company's Canadian non-capital income tax losses expire as follows:
| 2026 | $ 4,000 |
|---|---|
| 2027 | 78,000 |
| 2028 | 124,000 |
| 2029 | 342,000 |
| 2030 | 99,000 |
| 2031 | 69,000 |
| 2032 | 29,000 |
| 2033 | 139,000 |
| 2034 | 118,000 |
| 2035 | 181,000 |
| 2036 | 454,000 |
| 2037 | 578,000 |
| 2038 | 1,356,000 |
| 2039 | 812,000 |
| 2040 | 772,000 |
| 2041 | 1,370,000 |
| 2042 | 1,126,000 |
| 2043 | 341,000 |
| 2044 | 429,000 |
| 2045 | 456,000 |
| $ 8,877,000 |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
13. General and Administrative Expenses
The details for general and administrative expenses are as follows:
| Year ended January 31 | 2025 | 2024 |
|---|---|---|
| Shareholder service | $ 32,476 | $ (5,286) |
| Bad Debt | 7,688 | - |
| Marketing and administrative expense | 15,636 | 22,053 |
| CEBA loan forgiveness reversal | - | 20,000 |
| $ 55,800 | $ 36,767 |
14. Sale of Subsidiary
On December 16, 2024, the Company completed the sale of its 100% equity interest in Weather Telematics Inc. to an unrelated third party for nominal consideration of $1. As part of the transaction:
- The Company impaired a loan of $1,422,803 previously due from the subsidiary.
- The buyer assumed all liabilities of the subsidiary, including the loan payable to the Company.
The subsidiary’s results are no longer consolidated with the Company’s financial statements after the effective date of disposal. Comparative figures have not been restated.
As a result of the disposal, the Company no longer has control or significant influence over Weather Telematics Inc.
Summary of assets and liabilities derecognized at the date of disposal.
| Current assets | $ 514 |
|---|---|
| Accounts payable | (15,451) |
| CEBA loan payable | (62,729) |
| Loan payable to Company | (1,422,803) |
| Net liabilities disposed | (1,500,469) |
| Impairment of loan receivable | 1,422,803 |
| Gain on sale of subsidiary | $ 77,666 |
For the purposes of financial statement presentation, the impairment of the Company’s loan receivable from the former subsidiary is presented on a net basis against the gain on sale of the subsidiary, as the sale of the subsidiary is the trigger of the loan impairment.
15. Financial Risk Management Objectives and Policies
Capital management
The Company's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders (Note 1).
The Company includes deficiency in assets, comprised of issued common shares, contributed surplus, warrants reserve, and deficit, in the definition of capital.
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
15. Financial Risk Management Objectives and Policies (Cont'd)
The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund its current projects. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity, debt financing, or by securing strategic partners.
The Company is not subject to externally imposed capital requirements.
Liquidity risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. As described in Note 1, the Company has working capital deficiency of $215,235 (2024 -$ 1,081,996) and requires equity and/or debt financings on commercial terms acceptable to the Company. Accounts payable and accrued liabilities are due within the next year.
Credit Risk
Credit risk refers to the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Company is primarily exposed to credit risk through accounts receivable. The maximum credit risk exposure is limited to the reported amounts of these financial assets. Credit risk is managed by ongoing review of the amount and aging of accounts receivable balances.
As at January 31, 2025, the Company has outstanding receivables of $\$ \text{nil}$ (2024 - $\$ \text{nil}$ ). The Company reviews the components of these accounts on a regular basis to evaluate and monitor this risk. The Company's customers are generally financially established organizations, which limits the credit risk relating to the customers. In addition, credit reviews by the Company take into account the counterparty's financial position, past experience and other factors.
The Company deposits its cash with high credit quality financial institutions, with the majority deposited within Canadian Tier 1 Banks.
Fair value
The fair value of the Company's financial assets and financial liabilities approximate their recorded values at January 31, 2025 and 2024.
16. Restatements
Predictiv AI has restated its financial statements as at January 31, 2024 and for the year then ended to correct expense cur-off errors. Certain expenses relating to the year ended January 31, 2024 were not properly recognized in the period.
The impact of the restatements as at January 31, 2024 and for the year then ended is summarized below:
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
16. Restatements (Cont'd)
Statement of Financial Position as at January 31, 2024:
| As reported | Adjustments | Restated | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash | $ 9,461 | $ 9,461 | |
| Prepaids and sundry assets | 11,947 | 11,947 | |
| 21,408 | 21,408 | ||
| Non-current assets | |||
| Property and equipment | 2,228 | 2,228 | |
| Total Assets | $ 23,636 | $ 23,636 | |
| Liabilities | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | $ 906,916 | 59,988 | $ 966,904 |
| Loans payable | 136,500 | 136,500 | |
| 1,043,416 | 59,988 | 1,103,404 | |
| Non-current liabilities | |||
| Loans payable | 140,000 | 140,000 | |
| Total Liabilities | $ 1,183,416 | 59,988 | $ 1,243,404 |
| Shareholders’ Deficiency | |||
| Share capital | $ 18,101,723 | $ 18,101,723 | |
| Contributed surplus | 4,244,998 | 4,244,998 | |
| Accumulated deficit | (23,506,501) | (59,988) | (23,566,489) |
| Total Shareholders’ Deficiency | (1,159,780) | (59,988) | (1,219,768) |
| Total Liabilities and Shareholders’ Equity (Deficiency) | $ 23,636 | - | $ 23,636 |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
16. Restatements (Cont'd)
Statement of Operations and Comprehensive Loss
| Year ended January 31, 2024 | |||
|---|---|---|---|
| As reported | Adjustments | Restated | |
| Revenue | $ - | $ - | |
| Expenses | |||
| Management fees | 144,000 | 144,000 | |
| Professional and consulting fees | 101,000 | 59,988 | 160,988 |
| General and administrative expenses | 36,767 | 36,767 | |
| Depreciation – property and equipment | 743 | 743 | |
| Total Expenses | 282,510 | 59,988 | 342,498 |
| Loss from Operations before undernoted | (282,510) | (59,988) | (342,498) |
| Interest expense | 30,520 | 30,520 | |
| Foreign exchange (gain) loss | (216) | (216) | |
| Net loss for the year before income tax | (312,814) | (59,988) | (372,802) |
| Income tax and other taxes | 74,334 | 74,334 | |
| Net loss for the year | (387,148) | (59,988) | (447,136) |
| Net loss and comprehensive loss for the | $(387,148) | (59,988) | $(447,136) |
| Loss per share – basic and diluted | $(0.00) | $(0.00) |
Statement of Changes in Shareholders' Equity
| Year ended January 31, 2024 | |||
|---|---|---|---|
| As reported | Adjustments | Restated | |
| Shareholders' equity (deficiency) | |||
| Share capital | $ 18,101,723 | $ 18,101,723 | |
| Contributed surplus | 4,244,998 | 4,244,998 | |
| Accumulated deficit | (23,506,501) | (59,988) | (23,566,489) |
| Total shareholders' equity (deficiency) | $ (1,159,780) | (59,988) | $ (1,219,768) |
Predictiv AI Inc.
Notes to Consolidated Financial Statements
(Expressed in Canadian Dollars, unless otherwise stated)
For the years ended January 31, 2025 and 2024
16. Restatements (Cont'd)
Statement of Cash Flows
| Year ended January 31, 2024 | |||
|---|---|---|---|
| As reported | Adjustments | Restated | |
| Cash flows from operating activities | |||
| Net loss for the year | $ (387,148) | (59,988) | $ (447,136) |
| Adjustments to net loss for non-cash items | |||
| Depreciation and amortization | 743 | 743 | |
| Loan forgiveness reversal | 20,000 | 20,000 | |
| (366,405) | (59,988) | (426,393) | |
| Changes in non-cash working capital | |||
| (Increase) decrease in prepaid and sundry assets | (7,342) | (7,342) | |
| Increase (decrease) in accounts payable and accrued liabilities | 227,307 | 59,988 | 287,295 |
| Cash used in operating activities | (146,440) | - | (146,440) |
| - | - | ||
| Cash flow from financing activities | |||
| Proceeds from loans | 223,500 | 223,500 | |
| Repayment of the loans | (132,000) | (132,000) | |
| Cash generated from financing activities | 91,500 | - | 91,500 |
| Net increase (decrease) in cash | (54,940) | (54,940) | |
| Cash, beginning of year | 64,401 | 64,401 | |
| Cash, end of year | $ 9,461 | - | $ 9,461 |
17. Subsequent Event
On March 17, 2025 the Company signed a revised Letter of Intent (LOI) to acquire all the issued and outstanding shares of Shift Technologies Canada Inc. ("Shift") and HouseStack Holdings Inc. ("HouseStack"). The deal, structured as a reverse takeover, will make Shift and HouseStack subsidiaries of the Company.
In connection with this proposed transaction, a 1-for-12.5 share consolidation is to be effected, which will reduce the Company's outstanding shares from 128.5 million to 10.28 million. Subsequently, 63 million treasury shares will be issued to the current Shift and HouseStack shareholders. In addition, Suman Pushparajah, CEO of Shift and HouseStack, will receive $250,000 cash and a $250,000 promissory note bearing interest at 12% and convertible to common shares.
Part of the proposed transaction also involves the Company raising up to $1.75 million in a private placement financing at $0.10 per subscription receipt, which converts into post-transaction shares and warrants (exercisable at $0.15 for 12 months).
The trading of the Company's common shares has been halted pursuant to the policies of the TSX Venture Exchange and will remain halted until the completion of this proposed transaction, which is expected to close in July 2025.