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Solvbl Solutions Inc. — Interim / Quarterly Report 2022
Nov 29, 2022
47467_rns_2022-11-29_47f71e5b-33b3-4d88-b746-a463c80963b6.pdf
Interim / Quarterly Report
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First Canadian Place
?? Trading Symbol (CSE: SOLV and OTCQB:SOLBF )
100 King Street, Suite 5700, Toronto, ON, M5X 1C7 www.solvbl.com
SOLVBL SOLUTIONS INC. (Formerly Stowe One Investments Corp.)
Form 51 – 102 F1
Management’s Discussion and Analysis
Three and nine months ended September 30, 2022 November 29, 2022
INTRODUCTION
The following Management’s Discussion & Analysis (“MD&A”) of SoLVBL Solutions Inc. (the “Company” or “SoLVBL”) for the three and nine months ended September 30, 2022 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company.
This MD&A has been prepared in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read conjunction with the Company’s audited annual financial statements for the year ended December 31, 2021 and 2020, and the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022, together with the notes thereto, and other corporate filings available at www.sedar.com (“SEDAR”). Results are reported in Canadian dollars, unless otherwise noted. The Company’s unaudited condensed interim consolidated financial statements and the financial information contained in this MD&A are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of September 30, 2022, unless otherwise indicated.
Management is responsible for the financial statements referred to in this MD&A and provides officers’ disclosure certifications filed on SEDAR. The audit committee of the Company (“Audit Committee”) reviews the unaudited condensed interim consolidated financial statements and the MD&A and recommends approval to the Company’s board of directors (the “Board”). For the purposes of preparing this MD&A, management, in conjunction with the Board, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
This MD&A was approved by the Board of Directors as at November 28, 2022.
CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS
Certain sections of this MD&A may contain “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative
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SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
of those words or other similar or comparable words. Forward-looking statements may relate to the Company’s future financial conditions, results of operations, plans, objectives, performance or business developments. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements and those made in our other filings with applicable securities regulators in Canada. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
Forward-looking statements in this MD&A include, but are not limited to:
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Assumption and expectations described in the Company’s critical accounting policies and estimates.
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The Company’s expectations regarding the adoption and impact of certain accounting pronouncements.
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The ability to enter and participate in cybersecurity specific market opportunities.
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Expectations with respect to future expenditures and capital activities.
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The Company’s ability to achieve profitability without future equity or debt financing.
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Uncertainty around the COVID-19 pandemic and the related effects of government and other measures.
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An economic downturn as a result of the COVID-19 pandemic.
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User base and capacity expectations including potential expansion plans.
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The expectations in regards to the development timeline of the Company’s Q by SoLVBL Platform.
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The expectations in regards to the development timeline of the Company’s ecommerce Platform.
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The projected growth of users of the Company’s online businesses.
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The competitive conditions of the cybersecurity industry.
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The competitive conditions of the film production and ecommerce industries.
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The competitive and business strategies of the Company.
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Expectations with respect to the successes of the Company’s strategic partnerships and joint ventures.
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The costs and success of our sales and marketing efforts, and our ability to promote our brands.
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Our ability to protect our intellectual property rights and any costs associated therewith.
2 SoLVBL Solutions Inc. Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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The Company’s intention to build branding and develop business lines targeting segments of the market.
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The current political, legal and regulatory landscape surrounding cybersecurity
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The current political, legal and regulatory landscape surrounding film production and digital assets.
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The applicable laws, regulations and any amendments thereof.
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The receipt of any regulatory and stock exchange approvals required at any given time.
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Expectations with respect to the advancement and adoption of new innovative product lines.
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The acceptance by customers and the marketplace of new products and solutions.
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The ability to attract new customers and develop and maintain existing customers.
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Expectations with respect to future product and service costs.
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The ability to attract and retain personnel.
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Anticipated personnel and general operational costs.
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The Company’s competitive condition and expectations, including pricing and demand.
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Expectations and the regulatory environment in which the Company operates.
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Anticipated trends and challenges in the Company’s expanding business lines, and
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The markets and jurisdictional governance in which the Company operates or may operate.
CAUTIONARY NOTE REGARDING THE COVID-19 PANDEMIC
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The impact on the Company is not currently determinable but management continues to monitor the situation.
DESCRIPTION OF THE BUSINESS
SoLVBL is an innovative technology company operating 2 business verticals, one in the cybersecurity and data authentication market and one in the Web3 film and content industry. The Company's mission is to utilize cutting edge technology to deliver the measurement of secure data and the sale of engaging content through Blockchain protocols. Q by SoLVBL™, is a proprietary technology platform of the Company, designed to be easy to use and adopt, economically priced and provide digital record authentication at very high speed. Q by SoLVBL™ allows organizations to establish trust in their data. The Company is currently pursuing the following verticals: chain of custody for digital evidence; including, data used in the financial sector, medical applications and critical IoT infrastructures. SoLVBL’s Darkhorse Film Studio creates and delivers product in the USD$76 billion film industry using the authentication and verifiable ownership standards of Web3 and the Blockchain.
Corporate Overview
3 SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
SoLVBL (formerly Stowe One Investments Corp. (“Stowe One”) was incorporated under the laws of the Province of British Columbia on June 16, 2017. Stowe One was incorporated as a whollyowned subsidiary of Anacott Resources Corp. (“Anacott”). Stowe One entered into an arrangement agreement dated June 26, 2017 among Anacott, Stowe One and other subsidiaries of Anacott (the “Anacott Arrangement Agreement”) in connection with a plan of arrangement (the “Anacott Arrangement”), which was approved by the shareholders of Anacott on July 27, 2017. On July 28, 2017, the Court granted the Final Order approving the Arrangement in accordance with Part 9 of the BCBCA and Stowe One was spun out and became a reporting issuer in Alberta and British Columbia.
Since the completion of the Anacott Arrangement until the closing of the Amalgamation (“Closing”), Stowe One did not carry on any active business other than the identification and evaluation of acquisition opportunities to permit Stowe One to acquire a business or assets in order to conduct commercial operations.
Prior to the Closing, Stowe One did not have any business operations or assets other than cash, and did not have written or oral agreements in principle for the acquisition of an asset or business other than the Amalgamation Agreement. Immediately prior to Closing, Stowe One changed its name to “SoLVBL Solutions Inc.”
COMPANY HIGHLIGHTS
On February 23, 2021, the Company commenced trading on the Canadian Securities Exchange (the “CSE”) under the symbol “SOLV”.
SoLVBL - Development of the Q by SoLVBL Cybersecurity Product Offering
Q by SoLVBL, our flagship cybersecurity technology has completed its in house beta testing plan, and aims to be client specific and readily available to onboard customers by February 2023.
SoLVBL - Darkhorse Films Acquisition
Throughout the second quarter of 2022 the Company initiated its product diversification strategy, in doing so, on October 26, 2022 SoLVBL acquired in an arm’s-length transaction 100% of the issued and outstanding shares of Darkhorse Films limited (“Darkhorse Films”), a United Kingdom film production and digital e-commerce business. Pursuant to the terms of the share purchase agreement, the vendors of Darkhorse Films were issued 115,384,615 SoLVBL common shares. Darkhorse will continue to operate as a 100% owned subsidiary whilst showcasing the existing Darkhorse Films brand.
Mogul Production - Darkhorse Films Partnership Agreement
On November 16th 2022, Darkhorse Films entered into a Digital Asset License and Marketing Agreement with one of North Americas leading blockchain powered Film3 production and
4 SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
alternative Film Financing businesses, Mogul Productions Inc. The purpose of the Partnership is to strategically align two industry pioneers and digitise Darkhorse Flims’ Film3 production slate, opening with the highly anticipated Drill & Rap music blockbuster "Tales From The Trap" a film created by Senior Vice-President of Film Production, Terry Stone.
In collaboration with Mogul, Darkhorse Films will offer Mogul's community the option to buy and sell digital assets tailored to its film Tales From The Trap, these digital assets will include nonfungible tokens (the "NFT's"), highly sought-after collectables and exclusive movie and music star collections. All content displayed throughout the marketplace will highlight visual and audiovisual graphic, animations, photographs, 3D works, GIFs and other creative digital works, all content has an un-lockable real-world utility including the much sought-after, "you can take part in the film", "red carpet events", "meet the stars", "VIP after party access" and "film set visits". All NFT's will have a tangible value and are automatically linked to the secondary marketplaces such as Opensea and Rarible.
- Other Darkhorse films slated for digitization under the partnership include, Requiem For A King: The Rise and Fall of The Shah of Iran, written & directed by the Oscar winning Guy Nattiv and the King of Crime: The true crime story of one of the world's greatest criminals of all time, John Palmer AKA Goldfinger.
Under the Partnership, Darkhorse Films will adopt Mogul's "from script to screen" universal fan engagement strategy as the Partnership aims to unite the European, United Kingdom & the American movie fan with a highly engaging and interactive digital marketplace.
The SoLVBL Qualifying Transaction - Detailed
On December 21, 2018, Agile Blockchain Corp. (“Agile”) signed an amalgamation agreement (“Amalgamation Agreement”) with Stowe One and 1191212 BC Ltd. (“1191212” or “Subco”), a wholly-owned subsidiary of Stowe One. Under the terms of the Amalgamation Agreement, Agile agreed to amalgamate with 1191212 and proposed to combine the business and assets of Stowe One and Agile through the amalgamation (the “Transaction”), among other things, this would result in the Stowe One shares having a deemed value of $0.07 per share. As of the date of the Amalgamation Agreement, Stowe One had a total of 7,214,607 shares outstanding.
In April and November 2020, Agile raised $731,205 and $9,021, respectively, by way of a nonbrokered private placement at a price of $0.15 per common share in the capital of Agile (“Agile Common Share”).
The Transaction was completed on February 10, 2021 and immediately prior to the closing of the Transaction, Stowe One changed its name to SoLVBL Solution Inc. and consolidated its share capital on the basis of one post-consolidation common shares for each 2.1428571 preconsolidation common shares, with total 3,366,817 post-consolidation shares issued.
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SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
Under the terms of the Amalgamation Agreement between the Stowe One (now SoLVBL), Agile and Subco, dated effective December 21, 2018, as amended and restated effective August 14, 2020, the Transaction was completed by way of a three-cornered amalgamation under the laws of British Columbia whereby Subco merged with and into Agile to form an amalgamated entity, named "1191212 BC Ltd.". On closing of the Transaction, the amalgamated "1191212 BC Ltd." became a wholly-owned subsidiary of SoLVBL and the shareholders of Agile were issued one common share of SoLVBL (“Common Shares”) in exchange for one Agile Common Share held immediately prior to the completion of the Transaction. In addition, each outstanding option to purchase Agile Common Shares was exchanged for the equivalent number of options to purchase Common Shares on the same terms and conditions as the original security.
Following the completion of the Transaction, SoLVBL had 80,836,397 Common Shares issued and outstanding, approximately 4.2% of which are held by the prior shareholders of Stowe One and approximately 95.8% of which are held by the former shareholders of Agile.
In connection with the completion of the Transaction, all directors and officers of Stowe One resigned and were replaced by nominees of Agile, as follows: (a) Raymond Pomroy - Chief Executive Officer and Corporate Secretary; (b) Khurram Qureshi - Chief Financial Officer; (c) Vikas Gupta - Director; (d) Musabbir Chowdhury- Director; (e) Brenda Brown - Director; and (f) Alan Rootenberg - Director.
The fair value of the consideration issued for the net assets of Stowe One at the closing of the Transaction is as follows:
| Deemed issued shares of the Company Price per share Cost of acquisition Fair value of Stowe One net assets: Cash Accounts Receivable Accounts Payable and Accrued Liabilities Amount due to Agile Listing expense |
164 5,568 (14,084) (235,000) |
3,366,817 0.15 |
|---|---|---|
| 505,022 243,352 |
||
| 748,374 |
SoLVBL acquired all the issued and outstanding shares of Darkhorse Films Limited (“Darkhorse Films”), a United Kingdom incorporated company on October 26, 2022, in an arm’s-length transaction. Pursuant to the terms of the SPA, the vendors of Darkhorse Films were issued 115,384,615 SoLVBL common shares. Darkhorse Films will continue to operate under the existing Darkhorse Films brand, and ensure the quality and continuity of service that it has delivered to date.
6 SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
On October 26, 2022 Musabbir Chowdhury resigned as a director of the Company, however, he remains as a consultant to the Company. David van Herwaarde, a founder of Darkhorse Films joined the Board of SoLVBL on October 26, 2022.
CORPORATE HIGHLIGHTS
On February 23, 2021, the Company commenced trading on the Canadian Securities Exchange (the “CSE”) under the symbol “SOLV”.
Description of Q by SoLVBL Operating Business
- SoLVBL is an innovative technology and cybersecurity company, since mid 2022 the Company initiated its product diversification strategy, in doing so, SoLVBL now has multiple digital and online operational verticals.
With SoLVBL’s initial acquisition of the previously noted Darkhorse Films, the Company has acquired a complementary vertically integrated operating business spanning cybersecurity, a platform that provides immutable data authentication using advanced cryptography on a SaaS based mode and a vertically integrated blockchain powered Film3/Web3 and supporting digital e- commerce business focusing on movie production and content dissemination via industry partners such as Netflix, Amazon Prime and Sky Movies.
The Company's mission is to utilize cutting edge technology to deliver the measurement of secure data and the sale of engaging content through Blockchain protocols. Q by SoLVBL™, is a proprietary technology platform of the Company, designed to be easy to use and adopt, economically priced and provide digital record authentication at very high speed. Q by SoLVBL™ allows organizations to establish trust in their data.
Further Description of the Subsidiary Business Darkhorse Films Ltd.
On October 26, 2022, SoLVBL announced the acquisition of Darkhorse Films , a business that operates a Blockchain powered Business to Business (“B2B”) and Direct to Customer (“DTC”) movie digital content studio. Darkhorse Films operates and commercializes its business via a highly scalable fully integrated digital technology stack. Darkhorse Film’s revenue is generated from movie content distribution as well as traditional and digital e-commerce underpinned by distributed ledger technology. Darkhorse Films’ e-commerce operations include a digital content sales platform, a digital marketplace and a full vertically integrated ecosystem. Darkhorse Films specializes in the deployment of cutting-edge digital assets to the burgeoning USD$76 billion movie and television industries and the Next-Gen digital asset enthusiasts.
Darkhorse Films acts as a global gateway where sales of traditional and digital assets take place directly to customers within Darkhorse Films’ and its partners global ecosystems. Darkhorse Films links and commercialize the traditional and the new forward-thinking consumer with the worlds of film, television, music and digital e-commerce.
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SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
The acquisition of Darkhorse Films allows for both the integration of the Q by SoLVBL™ product into the Darkhorse Films technology as well as access to Darkhorse Films’ distribution and sales platform.
SoLVBL – The Film Studio
As previously described, Darkhorse Films is a content production and consumer marketplace business operating in the decentralized Web3 and Film3 digital environment. Darkhorse Films finances and produces film content for sale to an unrestricted global audience through its own and its partners marketplaces. The sale of film content commences at the preproduction stage of the film creation and engages with the film audiences through the lifecycle of the film production. The business is designed to be uniquely vertically integrated where it finances, produces, sells and licenses proprietary and non-proprietary content.
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Finance and production: Darkhorse Films finances and produces film content exclusively and non-exclusively for Darkhorse Films’ and its partners sales platforms and digital marketplace/s. The founders of Darkhorse Films have a successful track record in producing film and TV content to broad audiences including BAFTA nominations and Raindance film festival awards.
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Content Sales: The Darkhorse Films Web3 marketplace is designed to generate revenue in the early stage of the content production lifecycle by selling product to audiences including content such as access to film stars, film premieres, film set experiences, physical and digital merchandise, and digital versions of the film.
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Licenses: Content is also licensed to other Web3 platforms on a revenue sharing basis.
SoLVBL – Integrating Q by SoLVBL™
Q by SoLVBL™ implements key characteristics of blockchain technology without some of its bottlenecks: Traditional blockchain technologies (2018 and prior) have been constrained to <100 transactions/second. Recent developments have attempted to bypass these limitations, with varying degrees of success. Noteworthy academic articles have shown some results in the 10K20K range. The Company’s internal testing results have shown that Q by SoLVBL™ can perform transactions in excess of 100,000 per second.
The effectiveness and efficiency of Q by SoLVBL™ has been documented by Sonam Kaul, an independent cryptographer who was retained by the Company. Q by SoLVBL™ comprises the following features:
- Immutability: One of the most attractive/useful features of blockchain / distributed ledger technologies are their ability to render data immutable (i.e., cannot be altered or deleted after the fact) and to provide non-repudiation (i.e. once a record exists, its author cannot claim it doesn’t or that they are not its author).
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SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
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Speed: SoLVBL features can be achieved without the technical limitations and bottlenecks which have historically afflicted blockchains. Internal testing at SoLVBL has shown results in the greater than 100K transactions per second range. The development of Q by SoLVBL™ is ongoing and will continue into the future, such that throughputs in excess of a hundred and fifty thousand per second will be achieved;
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Secure: No leakage of data into the public domain;
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Integration: The application of Q by SoLVBL™ sits above and interact with existing software applications. The use of Q by SoLVBL™ is both software and data agnostic. Any current state system should be able to use Q by SoLVBL™ to its advantage, providing it with a court-admissible audit trail, with very little effort needed for the integration itself;
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Saas and Other Features: SoLVBL operates its Q by SoLVBL™ network as software as a service (SaaS). SoLVBL’s client firms are able to utilize their current software infrastructure without interruption while API’s connect to their currently installed software. SoLVBL will not replace a client’s database or other programs, but conducts and registers transactions of all descriptions: RFP’s, purchase orders, invoices, payments and many other similar transactions. These transactions are secured using Q by SoLVBL™ and are made available to all entities that are enabled by the client firm, thus allowing authentication of data prior to use.
Principal Markets
There is an increasing realization that cybersecurity and data integrity are growing in importance for even small sized Businesses. There is a history of attacks and losses at financial Institutions plus the recent spate of ransomware attacks on a range of industries has increased this awareness. This is a positive for the business development of Solvbl’s solutions. Solvbl is targeting four verticals for the sale of Q by SoLVBL™ . These are 1) Financial Institutions; 2) Healthcare sector; 3) Critical IoT infrastructures; and 4) Digital content production and distribution in the film industry, using the authentication and verifiable ownership standards of Web3 and the Blockchain.
1) Financial Institutions
The initial focus will be on the major banks headquartered in New York and two of the main money transfer networks, the Swift Network and Fed Net. The initial approach will be to offer authentication of financial transactions. However, banks and financial institutions use data for more than payments. AI, Big Data and the use of algorithms are driven by the large amounts of data collected by these businesses. It is crucial that data is not altered or compromised prior to use. Once established, Q by SoLVBL™ will look to expand its use and target the range of applications that could benefit from data authentication.
2) Healthcare Sector
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SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
Along with theft and destruction, equally as damaging is the forgery of digital data. Altering, editing or in any way changing the data in medical records could lead to life threatening consequences for patients and potential economic collapse for businesses. Additionally, actions and decisions based on incorrect data can expose medical institutions to legal liability and reputational damage costing millions. We are looking at regional and provincial healthcare agencies to assist them in protecting medical records.
3) Critical IoT Infrastructure
IoT authentication and authorization are essential components of cybersecurity, whether consumers implement them on smart home devices or an enterprise on hundreds of IoT devices that track and monitor large-scale workflows and resources.
At their core, IoT devices simply connect to share data. With so many devices in use, it's vital to secure these connections. An IoT authorization and authentication strategy begins with understanding how an organization uses IoT devices and how devices communicate with their network. Q by SoLVBL[TM] can provide a vital service to secure data transmission within critical IoT infrastructure.
4) Film and TV industry
Following SoVBL’s acquisition of Darkhorse Films, the Q by SoLVBL™ product will be integrated into the content and the marketplace of Darkhorse Films. With the intellectual property of film content subject to replication and theft, we are integrating not only our product in the Darkhorse Films technology stack, but will look to integrate the Q by SoLVBL™ into Darkhorse Films partners as well as utilizing the Darkhorse Films marketplace to sell the Q by SoLVBL™ direct to consumers.
The Film and TV industries have changed dramatically in the past ten years as consumers change their buying habits from traditional cinema, pay TV and free to air TV to streaming platforms such as Netflix and Prime Video. This disruption to the industry is expected to continue as Web3 and Blockchain offer another alternative for consumers to engage in film and TV content and production. The global film and video market reached a value of nearly $234.9 billion in 2020, having increased at a compound annual growth rate (CAGR) of 2.4% since 2015. The market is expected to reach $318.2 billion by 2025, and $410.6 billion by 2030[1]
Note: 1. https://www.businesswire.com/news/home/20210910005333/en/Global-Film-and-Video-Services-Market-Report-2021--Opportunities-and-Strategies-to-2030---ResearchAndMarkets.com
Distribution Methods
Currently the Company is in the process of hiring experienced sales professionals with a view to build a sales organization for SoLVBL.
To further establish the brand, SoLVBL has established a relationship with a marketing professional who is advising the Company on all matters related to brand building.
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SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
The head office of SoLVBL has been moved to First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario, M5X 1C7 since July 1, 2021, from its original office that located at 15 Toronto Street, Suite 602, Toronto Ontario, Canada.
The registered office of the Company is located at 1200 Waterfront Centre, 200 Burrard Street, P.O. Box 48600, Vancouver BC V7X 1T2, Canada.
Market Trends
Cyber Security Industry
Recently published ransomware attacks has brought to the general public’s attention the importance of cybersecurity. Cybersecurity aimed at preventing hackers accessing data clearly is not foolproof. A data breach is a security violation in which sensitive, protected or confidential data is copied, transmitted, stolen or used by an individual unauthorized to do so.
Q by SoLVBL™ doesn’t prevent data breaches, however it allows data to be authenticated prior to unauthorized use, thus any manipulation of the data by any party is immediately detected, thereby minimizing the damage caused by a data breach where it is the hackers purpose to change data for fraudulent purposes.
The cybersecurity market size was valued at $149.67 billion in 2019 and is projected to reach $304.91 billion in 2027, growing at a CAGR of 9.4% from 2020 to 2027. North American accounts for a 45% market share. ( Source: Cyber Security Market Report, Allied Market Research Nov., 2020).
The cybersecurity software segment has led the global cybersecurity market, owing to the need for safeguarding business data and to prevent loss from cyber-attacks, the demand for strong authentication methods specially after rapid adoption of remote working technology, post COVID19.
The projected growth of the cybersecurity market reflects the growing number of attacks, data breaches and ransomware incidents plus the changing nature of work itself. Q by SoLVBL™ has a key role to play in allowing data to be authenticated prior to use, thus reducing the ability of hackers to use data for fraudulent purposes.
Film and TV industry
The global film and video market reached a value of nearly $234.9 billion in 2020, having increased at a compound annual growth rate (CAGR) of 2.4% since 2015. The market is expected to reach $318.2 billion by 2025, and $410.6 billion by 2030[2] .
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
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North America was the largest region in the global film and video market, accounting for 41% of the market in 2020. Western Europe was the second largest region accounting for 36% of the global film and video market[3] .
The global Web 3.0 blockchain market size was USD 1.36 billion in 2021 and is expected to expand at a compound annual growth rate (CAGR) of 44.9% from 2022 to 2030[4] .
Notes: 2, 3, 4: www.grandviewresearch.com
Summary of Selected Quarterly Financial Information
The following table sets out selected historical financial information for the eight most recently completed quarters ended at September 30, 2022. An analysis of the information contained in this table are set out below under the “Results of Operations” and “Liquidity and Capital Resources”:
| For the three months ended |
Sept 30, 2022 ($) |
Jun 30, 2022 ($) |
Mar 31, 2022 ($) |
Dec 31, 2021 ($) |
Sept 30, 2021 ($) |
June 30, 2021 ($) |
Mar 31, 2021 ($) |
Dec 31, 2020 ($) |
|---|---|---|---|---|---|---|---|---|
| Revenues | - | - | - | - | - | - | - | - |
| Net and comprehensive income /(loss) |
(417,763) | (538,558) | (460,675) | (551,662) | (550,310) | (419,070) | (874,535) | (293,031) |
| Basic (loss) pershare | (0.00) | (0.00) | (0.00) | (0.02) | (0.00) | (0.01) | (0.01) | (0.00) |
| Diluted (loss) per share |
(0.00) | (0.00) | (0.00) | (0.02) | (0.00) | (0.00) | N/A | N/A |
| Total assets | 1,019,808 | 1,367,896 | 1,826,340 | 2,257,465 | 2,720,206 | 237,015 | 379,855 | 654,265 |
| Long-Term Liabilities |
59,366 | 58,740 | 58,126 | 57,526 | 56,919 | 280,831 | 311,066 | 244,434 |
Results of Operations
The following is a breakdown of the Company’s overall operational highlight comparison of the three and nine months ended September 30, 2022 and 2021
| Three months ended September30 |
Three months ended September30 |
Nine months ended September30 |
Nine months ended September30 |
|
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Revenue | $ - | $- | $ - | $- |
| Professional and Consulting Fees | 183,610 | (3,432) | 505,908 | 287,157 |
| Salaries andBenefits | **116,794 ** | 114,415 | 338,642 | 381,285 |
| GeneralandAdministrativeExpenses | 48,258 | 62,844 | 115,173 | 112,645 |
| Shareholderservices | 65,956 | 294,918 | 310,422 | 451,735 |
| Listing expense | - | - | - | 748,374 |
| Share-based Compensation | **8,894 ** | - | 150,644 | 7,200 |
| Amortization Expenses | **431 ** | 615 | **1,292 ** | 13,679 |
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SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
Loss from Operations ($421,943) ($469,360) ($1,422,081) ($2,002,075)
Nine months ended September 30, 2022
The Company reported loss from operations for the nine months ended September 30, 2022 of $1,422,081 ($0.00 per share) as compared to a loss from operations for the nine months ended September 30, 2021 of $2,002,075 ($0.00 per share). A decrease in loss from operation of $579,994 or 29% for the nine months ended September 30, 2022 over the same period ended September 30, 2021, primarily caused by the $Nil of listing expenses incurred in 2022 (2021: $748,374) together with increased professional fees and share-based compensation that recorded as a result of increased business volume as comparing with the same quarter of 2021.
$Nil revenue generated in the nine months ended September 30, 2022 and 2021.
$Nil cost of sales incurred in the six months ended September 30, 2022 and 2021.
Professional and consulting fees were $505,908 for the nine months ended September 30, 2022, compare with $287,157 for the same period in 2021, an increase of $218,751 or 76.2%. This increase was a combination result of less legal services incurred together with new consulting services engaged in nine months ended September 30, 2022.
Salaries and benefits were $338,642 for the nine months ended September 30, 2022 compared with $381,285 for the same period in 2021, a decrease of $42,643 or 11.2%. This decrease was as a combined result that the Company increased annual salaries for its employees since November 2021 and reduced employee head counts.
General and administrative expenses were $115,173 for the nine months ended September 30, 2022 compared with $112,645 for the same period in 2021, an increase of $2,528 or 2.2%. This increase was as a result of increased of public company expenses in the nine months ended September 30, 2022.
Shareholder services were $310,422 for the nine months ended September 30, 2022 compared with $451,735 for the same period in 2021, decreased of $141,313 or 31.3%. This decrease was mainly caused by the decrease of one time marketing services the Company has engaged in 2022 as comparing with same period in 2021.
Share-based compensation were $150,644 for the nine months ended September 30, 2022 compared to $7,200 for the same period in 2021, increased of $143,444 or 19,922.8%. This increase was due to the Company having granted 4,950,000 stock options in November 2021, which in turn caused higher share-based compensation due to the stock options vesting, yet most of the stock options granted before 2020 were fully vested in 2020 hence no significant expenses recognized in the nine months ended September 30, 2021.
13
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
Three months ended September 30, 2022
The Company reported loss from operations for the three months ended September 30, 2022 of $421,943 ($0.00 per share) as compared to a loss from operations for the three months ended September 30, 2021 of $469,360 ($0.00 per share). A decrease in loss from operation of $47,417 or 10.1% for the three months ended September 30, 2022 over the same period of 2021, primarily caused by the increased professional fees, general and administrative expenses and share-based compensation, together with decreased shareholder services expenses.
$Nil revenue generated in the three months ended September 30, 2022 and 2021.
$Nil cost of sales incurred in the three months ended September 30, 2022 and 2021.
Professional and consulting fees were $183,610 for the three months ended September 30, 2022, compare with a negative $3,432 results from the same period in 2021, a decrease of $187,042 or 5,450%, which mainly caused by a waiver of legal services fees in 2021 through negotiation.
Salaries and benefits were $114,794 for the three months ended September 30, 2022 in lined with the $114,415 salaries and befits expenses for the same period in 2021, slightly increased of $379 or 0.3%. This decrease was as a combined result that the Company increased annual salaries for its employees since November 2021 and reduced employee head counts.
General and administrative expenses were $48,258 for the three months ended September 30, 2022 compared with $62,844 for the same period in 2021, a decrease of $14,586 or 23.2%. This decrease was as a result of decreased public company expenses in the three months ended September 30, 2022.
Shareholder services were $65,956 for the three months ended September 30, 2022 compared with $294,918 for the same period in 2021, decreased of $228,962 or 77.6%. This decrease was mainly caused by the closing of two marketing services that was engaged in the same period of 2021.
Share-based compensation were $8,894 for the three months ended September 30, 2022 compared with $7,200 for the same period in 2021, increased of $1,694 or 23.5%. This increase was due to the Company having granted 4,950,000 stock options in November 2021, which in turn caused higher share-based compensation due to the stock options vesting, yet most of the stock options granted before 2020 were fully vested in 2020 hence no significant expenses recognized in the three months ended September 30, 2021.
Liquidity and Capital Resources
The Company intends to use its funds to meet funding requirements for business development and new customer deployments based on anticipated market demand. Actual funding requirements will vary depending on a variety of factors, including the success in executing our business plan, the progress of our product and business development efforts, our sales and our ability to manage our working capital requirements. Our existing cash balances and cash generated from operations, cash
14
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
proceeds from new debt and equity financing will be required to meet our anticipated cash needs for working capital, growth capital and capital expenditures for the foreseeable future.
As at September 30, 2022, the Company had cash and cash equivalents of $603,311 as compared to $1,278,722 as at December 31, 2021. Total current assets amounted to $1,009,290, including $150,000 one-year-locked GIC investments (December 31, 2021: $2,251,725, including $650,000 one-year-locked GIC investments), with current liabilities of $287,447 (December 31, 2021: $260,593) resulting in working capital of $721,843 (December 31, 2021: $1,1,991,132). The ability of the Company to continue as a going concern is dependent upon generating profitable operations from its developed products, the continuing financial support of shareholders or other investors, or obtaining new financing on commercial terms acceptable to the Company. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on Company’s ability to continue as a going concern.
Following the acquisition of Darkhorse Films Limited in October 2022, the company is performing an analysis of the allocation and use of working capital to the business lines that provide the best return on investment.
The table below is a summary of cash inflows and outflows by activities for the nine months ended September 30, 2022 and 2021:
| 2022 | 2021 | |
|---|---|---|
| Cash outflows by activity: | ||
| Operating activities | (1,168,939) | (1,496,536) |
| Investing activities | (156,070) | - |
| Financing activities | - | 3,516,637 |
| Net cash outflows | (1,614,089) | (221,326) |
| Cash, beginning ofperiod | 1,928,722 | 225,281 |
| Cash , end of period | 603,713 | 2,245,282 |
Operating activities
During the nine months ended September 30, 2022, cash used in operating activities was $1,168,939 compared with cash used in operating activities of $1,496,536 during the same period in 2021.
Investing activities
In the nine months ended September 30, 2022, $156,070 cash spent in investing activities, represented as $150,000 one-year-locked GIC investments and $6,070 computer equipment purchased, $Nil spent in investing activities for the same period in 2021.
Financing activities
15
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
During the nine months ended September 30, 2022, $Nil cash generated from financing activities, compared to net cash generated from financing activities of $3,516,637 in the same period of 2021.
The cash generated in the nine months ended September 30, 2021 was a result of 100,000 stock options exercised at a price of $0.10 per share and $94,500 loans borrowed from shareholders together with two brokered private placements closed in July 2021, which also led to a debt settlement. Upon closing of the private placements, the Company raised net cash of $3,553,085 and settled service fee of $48,558 with two third party suppliers. The Company repaid the accumulated balance of shareholders loans and promissory notes of $495,306 in total in the nine months ended September 30, 2021.
Share capital
SoLVBL’s authorized share capital consists of an unlimited number of Common Shares without par value. All the common shares have the same rights in respect of the distribution of dividends and the repayment of capital.
Authorized
Unlimited common shares
| Balance as at January 1, 2020 Private placement (April 1, 2020) Private placement (April 15, 2020) Private placement (November 2, 2020) Share issuance cost Balance as at December 31, 2020 Common shares acquired through RTO Stock options exercised Private placement on July 23, 2021 Financial advisory service Debt settlement Private placement on July 30, 2021 Share issuance cost Balance as at December 31, 2021 and September 30, 2022 |
Number of Shares Amount |
|---|---|
| 72,534,747 1,543,663 $ 87,999 13,200 4,786,700 718,005 60,140 9,021 (42) |
|
| 77,469,586 2,283,847 $ 3,366,811 505,022 100,000 10,000 50,000,000 1,899,900 3,333,333 126,667 4,930,000 208,340 13,333,333 620,400 (473,273) |
|
| 152,533,063 5,180,903 $ |
As at September 30, 2022, there were 152,533,063 Common Shares outstanding (152,533,063 – as at December 31, 2021).
As at September 30, 2022, the Company has 76,735,887 warrants outstanding (76,735,887 – as at December 31, 2021).
16
SoLVBL Solutions Inc. Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
As at September 30, 2022 the Company has 10,236,666 stock options outstanding, (10,736,666 – at December 31, 2021).
Off balance sheet arrangements
At the date of this MD&A, the Company had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.
Contractual obligations
With the exception of the Amalgamation Agreement described earlier, there are no other significant contractual obligations.
Risk Factors
The Company is subject to a number of risks and uncertainties due to the nature of its business and the present stage of development of its business.
Management
Shareholders of our Company rely on the good faith, experience and judgment of the Company’s management and advisors in supervising and providing for the effective management of the business and the operations of the Company and in selecting and developing new investment and expansion opportunities. The Company may need to recruit additional qualified contractors and service providers to supplement existing management. The Company will be dependent on a relatively small number of key persons, the loss of any one of whom could have an adverse effect on the Company.
Value of Our Common Shares
The value of the Company’s common shares could be subject to significant fluctuations in response to variations in and annual operating results, the success of the Company's business strategy, competition or other applicable regulations which may affect the business of the Company and other factors.
Additional Funding and Financing Risk
Additional funds will be required for future development. The source of future funds available to the Company is through the sale of additional equity capital or borrowing of funds. There is no assurance that such funding will be available to the Company. Furthermore, even if such financing is successfully completed, there can be no assurance that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives, which may
17
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
adversely affect the Company's business and financial position. In addition, any future equity financings by the Company may result in substantial dilution for existing shareholders.
Uninsured Hazards
The Company currently carries no insurance coverage. The potential costs that could be associated with any liabilities not covered by insurance or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the Company’s financial position.
Conflicts of Interest
Certain Directors and Officers of the Company also serve as Directors and officers of other companies involved in the technology sector. Consequently, there exists the possibility that such Directors or Officers may be in a position of conflict of interest. Any decision made by such Directors or Officers involving the Company are made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such Directors will declare and refrain from voting on, any matter in which such Directors may have a material conflict of interest.
General Venture Company Risks
The common shares must be considered highly speculative due to the nature of the Company’s business, the early stage of its deployment, its current financial position and ongoing requirements for capital. An investment in the common shares should only be considered by those persons who can afford a total loss of investment and is not suited to those investors who may need to dispose of their investment in a timely fashion. Investors should consult with their own professional advisors to assess the legal, financial and other aspects of an investment in common shares.
Uncertainty of Revenue Growth
There can be no assurance that the Company can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company has achieved or may achieve may not be indicative of future operating results. In addition, the Company may increase further its operating expenses in order to fund increase its sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company’s business, operating results and financial condition will be materially adversely affected.
Marketing and Distribution Capabilities
In order to commercialize its technology, the Company must either acquire or develop an internal marketing and sales force with technical expertise and with supporting distribution capabilities or arrange for third parties to perform these services. In order to market certain of its products, the
18
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
Company must either acquire or develop a sales and distribution infrastructure. In order to maximize sales of other products, the Company may determine that it needs to either acquire or develop a sales and distribution infrastructure. The acquisition or development of a sales and distribution infrastructure would require substantial resources, which may divert the attention of its management and key personnel and defer its product development and deployment efforts. To the extent that the Company enters into marketing and sales arrangements with other companies, its revenues will depend on the efforts of others. These efforts may not be successful. If the Company fails to develop substantial sales, marketing and distribution channels, or to enter into arrangements with third parties for those purposes, it will experience delays in product sales and incur increased costs.
Rapid Technological Development
The markets for the Company’s products and services are characterized by rapidly changing technology and evolving industry standards, which could result in product obsolescence or short product life cycles. Accordingly, the Company’s success is dependent upon its ability to anticipate technological changes in the industries it serves and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that the Company will successfully develop new products or enhance and improve its existing products or that any new products and enhanced and improved existing products will achieve market acceptance. Further, there can be no assurance that competitors will not market products that have perceived advantages over the Company’s products or which render the products currently sold by the Company obsolete or less marketable.
The Company must commit significant resources to developing new products before knowing whether its investments will result in products the market will accept. To remain competitive, the Company may be required to invest significantly greater resources then currently anticipated in research and development and product enhancement efforts and result in increased operating expenses.
Competition
The Company’s industry is competitive and composed of several foreign companies. The Company expects to experience competition from competitors whom it expects to continue to improve their products and technologies. Competitors may announce and introduce new products, services or enhancements that better meet the needs of end-users or changing industry standards, or achieve greater market acceptance due to pricing, sales channels or other factors. Competitors may be able to respond more quickly than the Company to changes in end-user requirements and devote greater resources to the enhancement, promotion and sale of their products.
Intellectual Property
The Company’s ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its technology processes. Although the Company considers certain of its
19
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
product designs processes to be proprietary, patents or copyrights do not protect all design and manufacturing processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that such procedures will afford complete protection of such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company’s competitors will not independently develop technologies that are substantially equivalent or superior to the Company’s technology.
To protect the Company’s intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business.
Critical accounting estimates
The preparation of the condensed interim consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the condensed interim consolidated financial statements.
On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenues, and expenses. Management uses various factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual results could differ from the estimates used under different assumptions and conditions.
The most significant judgments applying to the Company’s financial statements include:
The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty. These financial statements have been prepared based on the going concern assumption, which assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether this assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The assessment is based upon planned actions that may or may not occur for several reasons including the Company’s own resources and external market conditions;
- Impairment of non-financial assets - non-financial assets include property and equipment, and the right of use assets. Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is
20
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
based on a discounted cash flow model. The recoverable amount is most sensitive to the discount rate and cash flow projections;
-
Leases renewal terms and incremental borrowing rate - Judgement is required at the inception of a lease as to whether payments associated with future renewal options are included or excluded from the calculation of the lease liability. Management must assess the likelihood of such options being exercised based on factors such as lease rates, improvements made and cost associate with exiting. Additionally, the Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (‘IBR’) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ‘would have to pay’, which requires estimation when no observable rates are available. The Company Union estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific risk adjustments.
-
Revenue recognition - Judgement is required in identifying the contract with the customer, identifying the performance obligations, determining the individual transaction price and allocating said price to the individual performance obligations making up the contract. Revenue is recognized only when it is probable that the economic benefits associated with a transaction will flow to the Company, and when the amount of revenue can be reliably measured.
-
Provisions - Provisions are accrued for liabilities with uncertain timing or amounts, if, in the opinion of management, it is both likely that a future event will confirm that a liability had been incurred at the date of the financial statements of financial position and the amount can be reasonably estimated. In cases where it is not possible to determine whether such a liability has occurred, or to reasonably estimate the amount of loss until the performance of some future event, no accrual is made until that time. In the ordinary course of business, the Company may be party to legal proceedings which include claims for monetary damages asserted against the Company. The adequacy of provisions is regularly assessed as new information becomes available.
Significant estimates or key sources of estimation uncertainty include:
-
Current and deferred income taxes - Current income taxes require significant estimation in their calculation including the consideration of allowable deductions and tax rates. In assessing the probability of realizing deferred tax assets, management makes estimates related to the expectation of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that the tax positions taken will be sustained upon examination by applicable tax authorities.
-
Allowance for expected credit losses - Management determines expected credit loss by evaluating individual receivable balances and considering customers’ financial condition, customer creditworthiness, current economic trends and experience. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the year ended.
21
SoLVBL Solutions Inc.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
-
Useful lives of non-financial assets - The Company estimates the useful lives of property and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of property and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of property and equipment are based on internal technical evaluations and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the property, plant and equipment would increase the recorded expenses and decrease the non-current assets;
-
Share-based payment transactions and warrants - The Company measures the cost of equitysettled transactions with employees and directors by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions require determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, dividend yield of the share option and forfeiture rate. Similar calculations are made in order to value warrants. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.
Changes in accounting policies including initial adoption
There were no new accounting standards adopted by the Company in the three and nine months ended September 30, 2022.
Going Concern
As at September 30, 2022, the Company had an accumulated deficit amounting to $7,015,958 (December 31, 2021: $5,598,963). As at September 30, 2022, the Company had working capital of $721,843 (December 31, 2021: $1,991,132). The Company has generated negative operating cashflow of $1,168,939 for the nine months ended September 30, 2022 (2021: $1,496,536). The ability of the Company to continue as a going concern is dependent upon generating profitable operations from its developed products, the continuing financial support of shareholders or other investors, or obtaining new financing on commercial terms acceptable to the Company. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern.
The accompanying condensed interim 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 financial statements do not include any adjustments to reflect any events since September 30, 2022 or the
22
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from this uncertainty.
Internal Controls Over Financial Reporting and Disclosure of Controls and Procedures
The Company’s Chief Executive Officer and the Chief Financial Officer are responsible for the design of internal controls over financial reporting within the Company in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. There were no changes in the Company's internal controls over financial reporting during the Company's most recent period that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
23
Related Party Transactions & Key Management Compensation
Key management is defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. The Company's key management personnel include founders of the company and other key senior executives.
During the nine months ended September 30, 2022 and 2021 remunerations of key management of Company were as follows:
| 2022 | 2021 | |
|---|---|---|
| Salaries and servicefees | 196,050 | 194,000 |
| Share based compensation | 22,967 | 7,200 |
The Company’s related parties comprise its key management: CEO, CFO, and Directors of the Company. There were no other related party transactions for the nine months ended September 30, 2022 and 2021.
As of September 30, 2022 and December 31, 2021, the amount due to related party balances were $10,300 and $8,300, respectively. The amounts due to related parties are recorded at the exchange amounts as agreed upon by the related parties under contracts signed with them, non-interest bearing, unsecured and with no fixed repayment terms.
No stock options were granted to related parties in the nine months ended September 30, 2022 and 2021.
Equipment
During the nine months ended September 30, 2022 and year ended December 31, 2021 the Company has engaged the following equipment in its operation:
| Cost Balance, January 1 and December 31, 2021 Additions Balance, September 30, 2022 Accumulated depreciation Balance, January 1, 2021 Additions Balance, December 31, 2021 Additions Balance, September 30, 2022 Net book value, December 31, 2021 Net book value, September 30, 2022 |
Blockchain Hardware Computer Equipment Total |
|---|---|
| $ 3,989 $ 16,710 $ 20,699 - 6,070 6,070 |
|
| $ 3,989 $ 22,780 $ 26,769 ($ 1,521) ($ 10,978) ($ 12,499) (740) (1,720) (2,460) |
|
| (2,261) (12,698) (14,959) (389) (903) (1,292) |
|
| ($2,650) ($13,601) ($16,251) |
|
| $1,728 $4,012 $5,740 |
|
| $1,339 $9,179 $10,518 |
24
SoLVBL Solutions Inc.
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Financial instruments and risk exposures
Transactions in financial instruments may result in an entity assuming or transferring to another party one or more of the financial risks described below. The required disclosures provide information that assists users of financial statements in assessing the extent of risk related to financial instruments.
(a) Fair value
Financial instruments included in the statement of the financial position as at September 30, 2022 consist of cash, accounts payable and accrued liabilities with period-end carrying amount which approximates their respective fair values.
(b) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises the following types of risk: credit risk, foreign exchange risk, liquidity risk and cash flow risk.
(c) Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to the liquidity of its cash and receivable balance. As at September 30, 2022, the Company carried $Nil trade receivable.
(d) Foreign exchange risk
The Company is not exposed to any significant foreign exchange risk. The Company did not have any hedges or any other transactions related to foreign currency clearance at the time that these financial statements were issued. In the opinion of management, the foreign exchange risk exposure to the Company is low.
(e) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company actively manages its liquidity risk through cash and equity management strategies. Such strategies include continuously monitoring forecasted and actual cash flows from operating, financing and investing activities.
The Company’s cash flow is generated from debt financing or equity raises.
The Company monitors cash on a regular basis and reviews expenses to ensure costs and commitments are being paid in a timely manner. Management has worked with and negotiated with vendors to ensure payment arrangements are satisfactory to all parties and that monthly cash commitments are managed within the Company’s operating cash flow capabilities.
25
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
As at September 30, 2022, the Company had a cash and cash equivalents balance of $603,311. The following table summarises the gross amount and maturity periods of the Company’s contractual obligations of financial instruments as of September 30, 2022:
| Accounts payable and accrued liabilities | Within 1year |
|---|---|
| $142,492 |
(f) Cash flow risk
Cash flow risk is the risk that future cash flows associated with a monetary financial instrument will fluctuate in amount, such as a debt instrument held with a floating interest rate. In the opinion of management, the cash flow risk exposure to the Company is low.
SoLVBL Solutions Inc. Management’s Discussion & Analysis For the three and nine months ended September 30, 2022
26