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Solid Impact Investments — Interim / Quarterly Report 2022
Apr 8, 2022
48229_rns_2022-04-08_90670254-3dca-4fdf-a358-ee606221cf20.pdf
Interim / Quarterly Report
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Solid Impact Investments Corp.
CONDENSED INTERIM FINANCIAL STATEMENTS
For the Nine Months Ended February 28, 2022
(EXPRESSED IN CANADIAN DOLLARS)
NOTICE TO READER
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditors have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of these condensed consolidated interim financial statements. Readers are cautioned that these statements may not be appropriate for their intended purposes.
April 8, 2022
Solid Impact Investments Corp. Condensed Interim Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited)
| Note February 28, 2022 May 31, 2021 |
|
|---|---|
| Assets | |
| Current assets | |
| Cash $ 61,332 $ 125,000 |
|
| Total assets $ 61,332 $ 125,000 |
|
| Liabilities and Shareholders’ Equity | |
Current liabilities |
|
| Accruedliabilities $ 18,764 $ 4,454 |
|
| 18,764 4,454 |
|
| Shareholders’ Equity | |
Share capital 3 130,000 - |
|
| Shares to be issued 3 - 125,000 |
|
| Accumulated deficit (87,432) (4,454) |
|
| Total shareholders’ Equity 42,568 120,546 |
|
| Total liabilities and shareholders’ Equity $ 61,332 $ 125,000 |
Going concern (Note 1)
These financial statements were approved for issue by the Board of Directors on April 8, 2022 and signed on its behalf by:
“ Itamar David ” “Meghan Brown” Director Director
The accompanying notes are an integral part of these condensed interim financial statements
.
Solid Impact Investments Corp. Condensed Interim Statement of Loss and Comprehensive Loss (Expressed in Canadian Dollars) (Unaudited)
| Three months ended February 28, 2022 Nine months ended February 28, 2022 |
Three months ended February 28, 2022 Nine months ended February 28, 2022 |
Three months ended February 28, 2022 Nine months ended February 28, 2022 |
|---|---|---|
| Expenses | ||
Financing fees $ |
- $ 15,000 |
|
Professional fees |
27,980 67,716 |
|
| Bankcharges | 68 262 |
|
| Total expenses | (28,048) (82,978) |
|
| Loss and comprehensive loss $ |
(28,048) $ (82,978) |
|
| Basic and diluted loss per common share | (0.011) $ (0.032) |
|
| Weighted average number of common shares outstanding– basic and diluted |
2,600,000 2,600,000 |
The accompanying notes are an integral part of these condensed interim financial statements.
Solid Impact Investments Corp. Condensed Interim Statements of Changes in Shareholders’ Equity
(Expressed in Canadian Dollars)
(Unaudited)
| Share Capital | Share Capital | Share Capital | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total | ||||||||||
| Number of | Shares to | be | Shareholders’ | |||||||
| shares | Amount | issued | Deficit | Equity | ||||||
| Incorporators shares issued on March 15, 2021 | 1 | $ | - | $ | - | $ | - | $ | - |
|
| Shares to be issued (Note 3) | 125,000 | - | 125,000 | |||||||
| Netloss and comprehensivelossforthe period | - | - | - | (4,454) | (4,454) | |||||
| Balance, May 31, 2021 | 1 | - | 125,000 | (4,454) | 120,546 | |||||
| Shares issued (Note 3) | 2,600,000 | 130,000 | (125,000) | - | 5,000 | |||||
| Share cancelled | (1) | - | - | - | - | |||||
| Netloss and comprehensivelossforthe period | - | - | - | (82,978) | (82,978) | |||||
| Balance, February 28, 2022 | 2,600,000 | $ | 130,000 | $ | $ | (87,432) | $ | 42,568 |
The accompanying notes are an integral part of these financial statements.
Solid Impact Investments Corp. Condensed Interim Statements of Cash Flow (Expressed in Canadian Dollars) (Unaudited)
| Nine months ended | |||
|---|---|---|---|
| February 28, 2022 | |||
| Cash flows from operating activities | |||
| Loss for the period | $ | (82,978) | |
| Change in non-cash working capital item | |||
| Accruedliabilities | 14,310 | ||
| Net cash used by operating activities | (68,668) | ||
| Cash flows from financing activities | |||
| Proceedsfromsharesissued | 5,000 | ||
| Net cash provided by financing activities | 5,000 | ||
| Decrease in cash | $ | (63,668) | |
| Cash, beginning | 125,000 | ||
| Cash, ending | $ | 61,332 |
The accompanying notes are an integral part of these financial statements.
Solid Impact Investments Corp. Notes to the Condensed Interim Financial Statements For the Nine Months Ended February 28, 2022 (Expressed in Canadian Dollars) (Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
Solid Impact Investments Corp. (the "Company") was incorporated on March 15, 2021 under the Business Corporations Act (British Columbia). The Company is in the process of applying to become a Capital Pool Company (“CPC”) as defined in TSX Venture Exchange (“TSX-V”) Policy 2.4, and accordingly, its planned principal activity is to use its capital to investigate and acquire a business or group of assets (the “Qualifying Transaction” or “QT”). The Company’s registered address is Suite 409221 West Esplanade, North Vancouver, Canada. The Company does not currently have operations or assets capable of generating ongoing revenues or cash flows and there is no certainty that its shares will be listed for trading or that it will complete a Qualifying Transaction as specified by TSX Venture Exchange Policy 2.4.
The Company has incurred losses since inception and has an accumulated deficit of $82,978 as at February 28, 2022. The Company’s ability to continue its operations and to realize its assets at their carrying values is dependent upon finding and completing a QT, obtaining additional financing or maintaining continued support from its shareholders and creditors and generating profitable operations in the future. The March 2020 pandemic outbreak of COVID-19 could result in delays in finding and completing a Qualifying Transaction and continue to have a negative impact on the Company’s ability to raise new capital. Although these financial statements have been prepared and presented on a going concern basis, the factors outlined above indicate the existence of a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern, in which case this basis of presentation will not be appropriate. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.
NOTE 2 – STATEMENT OF COMPLIANCE AND SIGNIFICANT ACCOUNTING POLICIES
Statement of compliance
These condensed interim financial statements, including the comparative statements, have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). IFRS comprises IFRSs, International Accounting Standards (“IAS”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC”). These condensed interim financial statements have been prepared in accordance with IFRS standards and interpretations effective as of February 28, 2022.
Basis of presentation
These condensed interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
Share capital
Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares are classified as equity instruments. The Company had no stock options or warrants outstanding as at February 28, 2022.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Solid Impact Investments Corp. Notes to the Condensed Interim Financial Statements For the Nine Months Ended February 28, 2022 (Expressed in Canadian Dollars) (Unaudited)
NOTE 2 – STATEMENT OF COMPLIANCE AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Significant accounting estimates and judgements
The preparation of the financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the year. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.
a) Estimates
The most significant accounts that require estimates as the basis for determining the stated amounts are as follows:
Deferred income tax
The Company recognizes the deferred tax benefit of deferred tax assets to the extent their recovery is probable. Assessing the recoverability of deferred tax assets requires management to make significant estimates of future taxable profit. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions from deferred tax assets.
b) Judgements
Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:
Going Concern
The assumption that the Company is a going concern and will continue in operation for the foreseeable future and at least one year.
NOTE 3 – SHARE CAPITAL
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
As at February 28, 2022, there were 2,600,000 common share issued and outstanding.
During the period ended February 28, 2022, the Company issued 2,600,000 common shares at a price of $0.05 per share for gross proceeds of $130,000 of which $125,000 was received during the period ended May 31, 2021 and $5,000 was received during the period ended February 28, 2022.
The Company engaged Canaccord Genuity Corp. (“Agent”) to act as exclusive agent with respect to a proposed initial public offering (“Offering”) by the Company to offer 3,000,000 common shares to the public at a price of $0.10 per share for a total proceed of $300,000. The Company has paid the agent a corporate finance fee of $15,000. At closing, the Agent will receive commission of $30,000 and 300,000 compensation warrants exercisable at $0.10 per share for a period of 5 years.
In addition, the Company will issue upon listing 560,000 stock options exercisable at $0.10 per share to its officers and directors.
Solid Impact Investments Corp. Notes to the Condensed Interim Financial Statements For the Nine Months Ended February 28, 2022 (Expressed in Canadian Dollars) (Unaudited)
NOTE 4 – CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maintain a flexible capital structure which will allow it to pursue the completion of a QT as defined in TSX-V Policy 2.4. Therefore, the Company monitors the level of risk incurred in its expenditures relative to its capital structure.
The Company considers its capital structure to include all components of shareholders’ equity. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the potential underlying assets. To maintain or adjust the capital structure, the Company may issue new equity if available on favorable terms and approved by the TSX-V.
As a CPC, the Company will be subject to externally imposed capital requirements as outlined in the TSX-V Policy 2.4 and summarized below:
-
i. No salary, consulting, management fees or similar remuneration of any kind may be paid directly or indirectly to a related party of the Company or a related party of a QT;
-
ii. Gross proceeds realized from the sale of all securities issued by a CPC may only be used to identify and evaluate assets or businesses and obtain shareholder approval for a QT;
-
iii. No more than $3,000 per month may be used for purposes other than to identify and evaluate a QT; and
-
iv. After the completion of its IPO and until the completion of a QT, a CPC may not issue any securities unless written acceptance of the TSX-V is obtained before the issuance of the securities.
There were no changes in the Company’s approach to capital management during the period ended February 28, 2022.
NOTE 5 – FINANCIAL INSTRUMENTS
a) Fair value
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:
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 – Inputs that are not based on observable market data.
The fair values of the Company’s cash approximate their carrying amounts due to the short-term nature of these instruments. Cash is measured using level 1 inputs.
b) Financial risk management
Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company has cash that is subject to credit risk. Credit risk is assessed as low.
Solid Impact Investments Corp. Notes to the Condensed Interim Financial Statements For the Nine Months Ended February 28, 2022
(Expressed in Canadian Dollars) (Unaudited)
NOTE 5 – FINANCIAL INSTRUMENTS (continued)
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company plans to manage liquidity risk by maintaining adequate cash balances to meet liabilities as they become due.
Aa at February 28, 2022, the Company had $61,332 cash held on hand and had accrued liabilities of $18,764. All accrued liabilities are current. The Company will need to obtain additional financing through the issuance of equity or other means.
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. The Company’s financial assets are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to any significant interest rate risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is not exposed to foreign currency risk.