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ZTEST Electronics Inc. Interim / Quarterly Report 2023

Nov 29, 2022

43721_rns_2022-11-29_f86ae272-4826-47fd-830d-d630cf981783.pdf

Interim / Quarterly Report

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ZTEST Electronics Inc.

Unaudited Condensed Interim Consolidated Financial Statements

September 30, 2022

(Stated in Canadian Dollars)

Responsibility for Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the unaudited condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements have been prepared by and are the responsibility of management. These condensed interim consolidated financial statements are presented on the accrual basis of accounting and accordingly, a precise determination of many assets and liabilities is dependent upon future events. Where necessary, management has made informed judgments and estimates in accounting for these assets and liabilities and for transactions which were not complete at the end of the reporting period. Recognizing that the Company is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these unaudited condensed interim consolidated financial statements have been fairly presented.

These unaudited condensed interim consolidated financial statements were approved by the Board of Directors on November 28, 2022. They have not been reviewed by the Company ’ s auditors.

ZTEST Electronics Inc.

Unaudited Condensed Interim Consolidated Statements of Financial Position

(Stated in Canadian Dollars) September 30, 2022

Sept. 30
2022
Assets
Current assets
Cash
$
491,416
Accounts receivable
587,293
Inventories_(note 3)
1,107,833
Prepaid expenses
44,289
2,230,831
Equipment
(note 4)
479,403
Right-of-use asset
(note 5)
615,211
Investments
(note 6)
1
$
3,325,446
Liabilities
Current liabilities
Accounts payable and accrued liabilities
(note 11)
$
1,329,428
Customer deposits
268,904
Current portion of lease liability
(note 8)
161,317
Current portion of long-term debt
(note 9)
61,451
1,821,100
Lease liability
(note 8)
443,326
Long-term debt
(note 9)
228,749
2,493,175
Shareholders’ Equity
Share capital
(note 10)
24,064,236
Contributed surplus
(note 10)_
1,681,068
Deficit
(24,913,033)
832,271
$
3,325,446
June 30
2022
$ 267,640
783,150
857,045
12,535
1,920,370
504,898
656,655
1
$ 3,081,924
$ 1,249,976
-
158,830
60,929
1,469,735
484,737
244,295
2,198,767
24,064,236
1,645,217
(24,826,296)
883,157
$ 3,081,924

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Approved by the Board:

Signed: “K. Michael Guerreiro”

Signed: “Steve Smith”

Director

Director

ZTEST Electronics Inc.

Unaudited Condensed Interim Consolidated Statement of Changes in Equity (Stated in Canadian Dollars) September 30, 2022

Share
Contributed
Capital
Warrants
Surplus
Deficit
Balance, June 30, 2021
$ 23,859,872 $ 53,052 $ 1,650,929 $ (24,559,418)
Stock options exercised
17,960
-
(7,960)
-
Warrants exercised
44,539
(12,139)
-
-
Preferred shares issued
1
-
-
-
Net loss for the period
-
-
-
(169,612)
Balance, September 30, 2021
23,922,372
40,913
1,642,969 (24,729,030)
Warrants exercised
141,865
(38,665)
-
-
Warrants expired
-
(2,248)
2,248
-
Preferred shares redeemed
(1)
-
-
-
Net loss for the period
-
-
-
(97,266)
Balance, June 30, 2022
24,064,236
-
1,645,217 (24,826,296)
Stock options granted
-
-
35,851
-
Net loss for the period
-
-
-
(86,737)
Balance,September 30,2022
$ 24,064,236 $
- $
1,681,068 $(24,913,033)
Total
$ 1,004,435
10,000
32,400
1
(169,612)
877,224
103,200
-
(1)
(97,266)
883,157
35,851
(86,737)
$
832,271

The accompanying notes are an integral part of these condensed interim consolidated financial statements

ZTEST Electronics Inc.

Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss (Stated in Canadian Dollars)

For the three month periods ended September 30

2022
Product sales
$
1,168,956
Cost of product sales(note 3)
856,722
312,234
Expenses
Selling, general and administrative_(note 12)
364,257
Stock compensation
(notes 10 and 12)
35,851
Interest expense - long-term debt
2,017
Interest expense–lease liability
(note 8)_
5,214
Interest expense - other
627
Depreciation of equipment
1,139
Foreign exchange gain
(10,134)
398,971
Loss before provision for income taxes
(86,737)
Provision for income taxes
-
Net loss and comprehensive loss for theperiod
$
(86,737)
Net loss per share
Basic
$
(0.00)
Fully diluted
$
(0.00)
Weighted average shares outstanding
Basic
26,687,196
Fully diluted
26,687,196
2021
$ 630,121
481,985
148,136
308,190
-
2,521
6,486
133
1,375
(957)
317,748
(169,612)
-
$ (169,612)
$ (0.01)
$ (0.01)
24,435,239
24,435,239

The accompanying notes are an integral part of these condensed interim consolidated financial statements

ZTEST Electronics Inc.

Unaudited Condensed Interim Consolidated Statements of Cash Flows

(Stated in Canadian Dollars)

For the three month periods ended September 30

2022
Cash flow from operating activities
Net (loss) income for the period
$
(86,737)
Items not involving cash
Depreciation of equipment
25,495
Depreciation of right of use assets
41,444
Accreted lease interest
5,214
Stock compensation expense
35,851
Changes in non-cash working capital items:
Accounts receivable
195,857
Inventories
(250,788)
Prepaid expenses
(31,754)
Customer deposits
268,904
Accounts payable and accrued liabilities
79,452
282,938
Cash flow from investing activities
Purchase of equipment
-
Cash flow from financing activities
Repayment of long-term debt
(15,024)
Repayment of lease obligation
(44,138)
Share issuance
-
(59,162)
Increase (decrease) in cash
223,776
Cash, beginning of period
267,640
Cash, end of period
$
491,416
2021
$ (169,612)
26,993
41,444
6,486
-
259,813
(204,619)
(4,189)
(1)
(33,292))
(10,393)
(3,079)
(14,548)
(43,007)
42,400
(15,155)
(28,627)
557,013
$ 528,386

Supplemental Disclosure of Cash Flow Information:

During the period the Company had cash flows arising from interest and income taxes paid as follows:

Interest $ 2,678 $ 2,658
Income taxes $ - $ -

The accompanying notes are an integral part of these condensed interim consolidated financial statements

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Stated in Canadian Dollars) September 30, 2022

1. Business of the Company

ZTEST Electronics Inc. ( “ the Company ” ) amalgamated under the laws of Ontario and carries on business at 523 McNicoll Avenue, Toronto, Ontario designing, developing, and assembling printed circuit boards and other electronic equipment. The Company's shares trade on the Canadian Securities Exchange ( “ CSE ” ) under the symbol "ZTE".

2. Significant Accounting Policies

Statement of compliance

The Company has prepared these unaudited condensed interim financial statements in accordance with IAS 34, Interim Financial Reporting , employing all of the same accounting policies and methods of computation as disclosed in the annual financial statements as at June 30, 2022.

The notes to these unaudited condensed interim consolidated financial statements are intended to provide a description of events and transactions that are significant to an understanding of the changes in the Company ’ s financial position and performance since June 30, 2022. Certain disclosures that appear in the annual financial statements have not been reproduced in these unaudited condensed interim consolidated financial statements and, in this regard only, these unaudited condensed interim financial statements do not conform in all respects to the requirements of IFRS for annual consolidated financial statements. Accordingly, these unaudited condensed interim consolidated financial statements should only be read in conjunction with the annual financial statements as at June 30, 2022.

These unaudited condensed interim consolidated financial statements were authorized for issuance by the Board of Directors of the Company on November 28, 2022.

Basis of presentation and going concern considerations

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis using the accrual basis of accounting, except for cash flow information, and in accordance with IFRS applicable to a “ going concern ” . Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. If the going concern assumption were not appropriate for these unaudited condensed interim consolidated financial statements then adjustments would be necessary in the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used.

Basis of consolidation

Basis of consolidation Basis of consolidation Basis of consolidation
These unaudited condensed interim consolidated financial statements include the accounts of the Company as
well as the following subsidiaries' assets and liabilities and the revenues and expenses arising, subsequent to the
date of acquisition:
Permatech Electronics Corporation (“PEC”) - 100% owned
Twenty49 Ltd - 100% owned (inactive)
Northern Cross Minerals Inc. - 66.7% owned (inactive)

Accounting standards adopted

Amendment to IAS 1, Presentation of Financial Statements - Classification of Liabilities as Current or NonCurrent - In January 2020, the IASB issued amendments to paragraphs 69-76 of IAS 1 to clarify the requirements for classifying liabilities as current or non-current. The amendments specify that the conditions which exist at the end of a reporting period will be used to determine if a right to defer settlement of a liability exists. The amendments also clarify the situations that are considered a settlement of a liability. The amendments are effective for annual periods commencing on or after January 1, 2022. They have been adopted effective July 1, 2022 and had no impact on the Company ’ s consolidated financial statements.

Significant accounting judgments and estimates

The preparation of these unaudited condensed interim 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 financial statements and reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. These unaudited condensed interim consolidated financial statements include estimates which, by their nature, are uncertain.

ZTEST Electronics Inc.

(Stated in Canadian Dollars) September 30, 2022

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

2. Significant Accounting Policies - continued

Significant accounting judgments and estimates - continued

The impacts of such estimates are pervasive throughout the unaudited condensed interim 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.

Significant estimates and judgments include, but are not limited to, the assessment of the Company as a going concern, recoverability of inventory, the inputs used in applying the Black-Scholes valuation model, and the recognition and valuation of deferred tax amounts.

Financial instruments

The Company ’ s financial instruments are comprised of the following:

Financial assets:
Cash
Accounts receivable
Financial liabilities:
Accounts payable and accrued liabilities
Customer deposits
Lease liability
Long-term debt
Classification
Amortized cost
Amortized cost
Classification
Amortized cost
Amortized cost
Amortized cost
Amortized cost

Amortized cost – The amount at which a financial asset or financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any expected credit losses.

The effective interest method - The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest and any transaction costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability to the net carrying amount on initial recognition.

Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. The Company has assessed the assets of all its operating entities and has determined that there is no impairment of its non-financial assets.

Income (loss) per share

The Company presents basic and diluted income (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the financial reporting period. Diluted income (loss) per share is determined by adjusting the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.

Stock options and warrants outstanding are excluded from the computation of diluted income (loss) per share if their inclusion would increase the income per share, or decrease the loss per share, or if their exercise price exceeds the average market price of the Company ’ s shares for the financial reporting period.

Segment disclosure

The Company has a single location and operating segment. Accordingly, all revenues are generated in Canada and all assets are located in Canada.

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Stated in Canadian Dollars) September 30, 2022

3. Inventories

The carrying value of inventory is comprised of:

Inventories
The carrying value of inventory is comprised of:
Sept. 30
2022
Raw materials and supplies(1)
$
1,053,395
Work in process
48,141
Finished goods
6,297
$
1,107,833
June 30
2022
$ 810,822
41,264
4,959
$ 857,045

(1) Raw materials and supplies is presented net of provisions for obsolete and/or slow moving items in the amount of $12,704 (June 2022 - $16,547).

Inventory utilization during the period was as follows:

Sept. 30
2022
Raw materials and supplies used
$
597,175
Labour costs_(note 16)_
202,289
Depreciation
24,355
Repairs and maintenance
3,559
Other costs
37,558
Net change in finished goods and work in process
(8,214)
Cost of product sales
$
856,722
Sept. 30
2021
$ 273,067
150,765
25,618
1,148
28,444
2,943
$ 481,985

4. Equipment

Computer
Office Manufacturing
Leasehold
Equipment
Equipment
Equipment Improvements
Cost:
Balance, June 30, 2021
$ 192,121 $ 71,277 $ 3,004,531 $ 84,143
Additions
1,100
-
1,979
-
Disposals
-
-
(313,331)
-
Balance, Sept. 30, 2021
193,221
71,277
2,693,179
84,143
Additions
-
-
4,594
-
Balance, June 30, 2022
193,221
71,277
2,697,773
84,143
Additions
-
-
-
-
Balance, Sept. 30, 2022
$
193,221 $
71,277 $ 2,697,773 $
84,143
Accumulated Depreciation:
Balance, June 30, 2021
$ (183,282) $ (70,614) $ (2,443,639) $ (73,730)
Depreciation
(704)
(34)
(25,677)
(579)
Disposals
-
-
313,331
-
Balance, Sept. 30, 2021
(183,986)
(70,648)
(2,155,985)
(74,309)
Depreciation
(2,113)
(99)
(52,642)
(1,734)
Balance, June 30, 2022
(186,099)
(70,747)
(2,208,627)
(76,043)
Depreciation
(534)
(27)
(24,355)
(579)
Balance, Sept. 30, 2022
$
(186,633) $
(70,774) $ (2,232,982) $
(76,622)
Total
$ 3,352,072
3,079
(313,331)
3,041,820
4,594
3,046,414
-
$ 3,046,414
$ (2,771,265)
(26,993)
313,331
(2,738,595)
(32,670)
(2,541,516)
(25,495)
$(2,567,011)

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Stated in Canadian Dollars) September 30, 2022

4. Equipment - continued

Equipment - continued
Carrying Amounts:
June 30, 2021
$ 8,839 $ 663 $ 560,892 $ 10,413
September 30, 2021
$ 9,235 $ 629 $ 537,194 $ 9,835
June 30, 2022
$ 7,122 $ 530 $ 489,146 $ 8,100
September 30, 2022
$
6,588 $
503 $
464,791 $
7,521
$ 580,807
$ 556,893
$ 504,898
$
479,403

5. Right of use asset

The Company occupies its operating facility under a lease extension that expires March 2026. The right-of-use asset was initially recorded at cost equal to the present value of the remaining lease payments, plus a refundable deposit paid at the inception of the lease. Subsequent to initial recording, the carrying-value of the right-of-use asset is equal to cost less accumulated depreciation and, if any, impairment losses and remeasurement of the lease liability. Depreciation is calculated on a straight-line basis over the remaining term of the lease and charged to net income as an element of occupancy costs (note 11) . There have been no impairment losses and no remeasurement of the lease liability.

Balance at June 30, 2021
Depreciation recorded as an element of occupancy costs
Balance at September 30, 2021
Depreciation recorded as an element of occupancy costs
Balance at June 30, 2022
Depreciation recorded as an element of occupancy costs
Balance at September 30, 2022
$ 822,430
(41,444)
780,986
(124,331)
656,655
(41,444)
$ 615,211

6. Investments

The Company holds a non-controlling interest in Conversance Inc., a private Canadian technology company. The shares of Conversance Inc. are subject to a hold period and, unless permitted under securities legislation, the shares may not be traded before the date that is four months and a day after the issuer becomes a reporting issuer in any province or territory.

Conversance Inc. is engaged in the development of its proprietary technology and has not yet produced any revenues. The timing of such revenues, if any, is not currently determinable. The absence of cash flows, or the ability to predict when any may arise, made it infeasible for the Company to ascertain the value of Conversance Inc. as a going concern as at June 30, 2020. Accordingly, a provision for impairment was recognized to reduce the carrying value of the investment to $1. Should future circumstances warrant doing so, this provision may be reversed, but only to the extent that the carrying value of the investment at the time of reversal does not exceed the carrying value that would have resulted had the provision not been recorded.

Conversance holds a 28% interest in 3955 trading Inc. (o/a Cannamerx) pursuant to a purchase agreement dated August 1, 2021. Cannamerx operates an international cannabis and hemp exchange platform and facilitates trade in bulk cannabis, hemp, and cannabis and hemp products, between licensed producers worldwide. It is expected that Conversance will first upgrade the existing Cannamerx platform then replace it with a new platform developed from the Conversance proprietary technology. Conversance will receive additional shares of Cannamerx upon completion of these objectives as well as when Cannamerx achieves a certain level of operations based upon these new platforms. Based upon the current share structure of Cannamerx, the issuance of these additional shares would provide Conversance with a controlling interest.

ZTEST retains its right to maintain its 25.29% interests by subscribing for the requisite number of Class A common shares of Conversance, at the same price and payment terms applicable to any financing. ZTEST has been granted an option by Conversance Inc., to acquire 75,000 Class A common shares from treasury, in exchange for a cash payment of $1,000,000. This option expires June 30, 2023.

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Stated in Canadian Dollars) September 30, 2022

6. Investments - continued

Investments - continued
Sept. 30
2022
296,250 Class A common shares, representing a 25.29% interest
$
1,129,762
Equity in post-acquisition loss
(152,109)
Impairmentprovision
(977,652)
Aggregate investment
$
1
June 30
2022
$ 1,129,762
(152,109)
(977,652)
$ 1

7. Bank operating loan

Bank operating loan
Sept. 30
2022
Line of credit, which can be drawn to a maximum of $500,000, bears
interest at the TD Bank prime lending rate plus 2.5%, is due upon
demand, and is secured by a general security agreement covering the
assets of PEC.
$
-
June 30
2022
$
-

8. Lease liability

The Company occupies its operating facility under a lease extension that expires March 2026. A refundable deposit of $35,000 was paid at the inception of the lease. The lease liability was initially recorded at the present value of the remaining lease payments, discounted using the Company ’ s incremental borrowing rate, which was determined to be 3.386% for the extension. The lease liability is subsequently reduced by the lease payments paid and increased by interest imputed at the discount rate as follows:

Balance at June 30, 2021
Lease payments paid during period
Interest imputed at 3.386%
Balance at September 30, 2021
Lease payments paid during period
Interest imputed at 3.386%
Balance at June 30, 2022
Lease payments paid during period
Interest imputed at 3.386%
Balance at September 30, 2022
Less current portion
$ 792,660
(43,007)
6,486
756,139
(130,152)
17,580
643,567
(44,138)
5,214
604,643
(161,317)
$ 443,326

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Stated in Canadian Dollars) September 30, 2022

9. Long-Term Debt

Long-Term Debt
Sept. 30
2022
Canadian Emergency Business Account (CEBA) bearing interest at 0%
until December 2023 then 5% payable monthly until maturity December
2025. Principal may be repaid, in whole or in part, at any time prior to
maturity. If the loan balance is no more than $20,000 as at December 31,
2023 the remaining balance will be forgiven.
$
60,000
Term loan bearing interest at 3.386% matures April 2026. Monthly
payments of $5,691, blended as to principal and interest, are required
until maturity.
230,200
290,200
Less: current portion
61,451
$
228,749
The minimum annual future principal repayments are as follows:
2023
2024
2025
2026
June 30
2022
$ 60,000
245,224
305,224
60,929
$ 244,295
$ 61,451
85,351
96,109
47,289
$ 290,200

10. Share Capital

Authorized

Unlimited Common shares

Unlimited Preferred shares in one or more series.

Issued

Sept. 30
2022
Common shares
$
24,064,236
Common shares
Number of Shares (1)
Balance June 30, 2021
24,227,196
Warrants exercised
540,000
Stock options exercised
200,000
Balance September 30, 2021
24,967,196
Warrants exercised
1,720,000
Balance June 30, 2022 and September 30, 2022
26,687,196
June 30
2022
$ 24,064,236
Amount
$ 23,859,872
44,539
17,960
23,922,371
141,865
$
24,064,236

(1) Following the 2013 conversion of Class A Special Shares to common shares, 8,246 common shares remain reserved to be issued if and when the remaining Class A shareholders identify themselves to the Company.

Details of warrants outstanding:

Number of Warrants
Balance June 30, 2021
2,360,000
Warrants exercised
(540,000)
Balance September 30, 2021
1,820,000
Amount
$ 53,052
(12,139)
$ 40,913

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Stated in Canadian Dollars) September 30, 2022

10. Share Capital - continued

Details of warrants outstanding - continued:

Balance September 30, 2021
1,820,000
Warrants exercised
(1,720,000)
Warrants expired
(100,000)
Balance June 30, 2022 and September 30, 2022
-
$ 40,913
(38,665)
(2,248)
$
-

No warrants were issued during the period ended September 30, 2022 or during the year ended June 30, 2022.

Details of options outstanding:

Details of options outstanding:
Common Shares Weighted Average Weighted Average
Under Option Price per Option Expiry Date
Balance, beginning of the period 350,000 $ 0.95 Jan. 12, 2023
Options granted 1,275,000 $ 0.10 Sep. 30, 2027
Balance,end of theperiod 1,625,000 $ 0.28 Sep. 24,2026

The following weighted average assumptions were used to calculate the fair value of stock options granted:

Sept. 30
2022
Dividend yield
Nil
Risk free interest rate (%)
3.24%
Expected stock volatility (%)
135.92%
Expected life (years)
5
The following stock options were outstanding as at September 30, 2022:
Common Shares
Number of
Exercise
Under Option
Options Vested
Price
June 30
2022
None issued
None issued
None issued
None issued
ExpiryDate
Granted January 12, 2018
350,000(1)
350,000
$ 0.95
Granted September 30, 2022
100,000
100,000
$ 0.10
Granted September 30,2022
1,175,000(1)
1,175,000
$ 0.10
Jan. 12, 2023
Sep. 30, 2027
Sep. 30,2027

(1) Directors and/or Officers of the Company hold these options.

Share based payment transactions and contributed surplus

The Company has a stock option plan. The aggregate number of common shares reserved for issuance under this plan cannot exceed 20% of the aggregate number of common shares of the Company that are issued and outstanding. The Company has granted options for the purchase of common shares to employees, directors, officers and other service providers. The fair values of stock options granted have been determined using the Black-Scholes model and are added to contributed surplus as follows:

Sept. 30
2022
Contributed surplus, beginning of period
$
1,645,217
Stock options granted
35,851
Stock options exercised
-
Warrants expired
-
Contributed surplus, end of period
$
1,681,068
June 30
2022
$ 1,650,929
-
(7,960)
2,248
$ 1,645,217

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Stated in Canadian Dollars) September 30, 2022

11. Related Party Transactions and Balances

The Company had transactions during the periods presented with key management personnel.

All expenses and period end balances with related parties are at exchange amounts established and agreed to by the related parties. All transactions with related parties are in the normal course of operations and have been carried out on the same terms as those accorded to unrelated parties.

Sept. 30
Description
2022
Employee and consultant compensation
$
85,412
Professional fees
7,341
$
92,753
Stock-based compensation
$
33,039
Sept. 30
2021
$ 85,415
4,568
$ 89,983
$ -

As at September 30, 2022 there was a balance of $724,051 (June 30, 2022 - $674,775) included in accounts payable and accrued liabilities that was payable to these related parties.

12. Selling, general and administrative expenses

Selling, general and administrative expenses are comprised of the following amounts:

Sept. 30
2022
Employee and consultant compensation_(notes 11 and 16)
$
226,464
Occupancy costs
(note 5)
82,018
Professional fees
(note 11)_
23,841
Shareholder services
12,047
Insurance
9,453
Other
10,434
$
364,257
Sept. 30
2021
$ 203,842
68,878
12,318
4,550
7,956
10,646
$ 308,190

13. Income Taxes

Deferred Tax

The following table summarizes the components of deferred tax:

Sept. 30
2022
Deferred tax assets: Non-capital losses carried forward
$ 4,248
Deferred tax liabilities: Temporary timing differences
(4,248)
Net deferred tax liabilities
$
-
Sept. 30
2021
$ 2,223
(2,223)
$ -

Unrecognized Deferred Tax Assets

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:

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Stated in Canadian Dollars) September 30, 2022

13. Income Taxes - continued

Unrecognized Deferred Tax Assets - continued

Sept. 30
2022
Inventory
$
32,579
Share issuance costs
7,224
Property, plant and equipment
29,986
Resource related expenditures
349,050
Scientific research and experimental development
1,050,618
Net capital loss carry-forwards
2,450,784
Non-capital loss carry-forwards
15,592,989
June 30
2022
$
16,547
7,224
29,986
349,050
1,050,618
2,425,289
15,592,989

Share issue costs expire from 2022-2023 and non-capital loss carry-forwards expire from 2030-2042. The remaining deductible temporary differences may be carried forward indefinitely but net capital loss carryforwards can only be used to reduce capital gains. 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.

14. Capital disclosures

The Company ’ s objective when managing capital is to ensure its ability to meet operating commitments as they become due and to provide return for shareholders. This is achieved by continuously monitoring actual and projected cash flows and making adjustments to capital as necessary. Except for the repayment terms associated with long-term debt instruments, there are no externally imposed capital requirements.

Sept. 30
2022
Long-term debt
$
290,200
Share Capital
24,064,236
Contributed surplus
1,681,068
Deficit
(24,913,033)
Net capital under management
$
1,122,471
June 30
2022
$ 305,224
24,064,236
1,645,217
(24,826,296)
$ 1,188,381

15. Financial risk factors

The Company is exposed in varying degrees to the following financial instrument related risks:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company ’ s primary exposure to credit risk is in its accounts receivable. In an effort to mitigate this risk, management actively manages and monitors its receivables and obtains prepayments where warranted. It has been determined that no allowance is required, as all amounts outstanding are considered collectible. The Company incurred no bad debts during the periods ended September 30, 2022 or September 30, 2021 .

Concentration of credit risk

Concentration of credit risk arises when one or more customers individually account for 10% or more of the Company ’ s revenues during a reporting period. The Company had 4 customers during the current period, representing 12%, 12%, 11% and 10% of revenues (Sept. 30, 2021 - 2 customers, 17% and 11% of revenues). Amounts due from these customers represented 36% of accounts receivable at September 30, 2022 (Sept. 30, 2021 - 6%). The loss of, or significant curtailment of purchases by, such a customer, could have a material adverse effect on the Company's results of operations and financial condition. The Company monitors the relationship with all customers closely and ensures that every customer is subject to the same risk management criteria.

ZTEST Electronics Inc.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

(Stated in Canadian Dollars) September 30, 2022

15. Financial risk factors - continued

Liquidity risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. At September 30, 2022 the Company had current financial assets of $1,078,709 (June 30, 2022 - $1,050,790) available to settle current financial liabilities of $1,821,200 (June 30, 2022 - $1,469,735). The Company manages its liquidity risk through the management of its capital (note 14) which incorporates the continuous monitoring of actual and projected cash flows to ensure that it has sufficient liquidity to meet its operating commitments without incurring unacceptable losses or risking damage to the Company ’ s reputation.

Market risks

The Company is exposed to interest rate risk due a bank operating loan that has a floating interest rate as well as currency risk related to accounts receivable, accounts payable, and nominal amounts of cash, prepaid expenses, and customer deposits, denominated in US dollars. Market risks give rise to the potential for future cash flows to fluctuate because of changes in interest rates or foreign exchange rates. Market risks are closely monitored and attempts are made to match foreign cash inflows and outflows. During the current period the Company has – reported a foreign exchange gain of $10,134 (Sept. 30, 2021 gain of $957).

Sensitivity to market risks

At September 30, 2022, the Company had:

  • A bank operating loan that had not been drawn upon (June 30, 2022 - $Nil) which bears interest predicated upon the TD Bank prime lending rate. Based upon the current amount due on the operating loan, a 1% increase in the TD Bank prime lending rate, as at the financial reporting date, would result in no additional interest expense over the next 12 month period.

  • US$130,683 (June 30, 2022 – US$187,460) included in accounts receivable. A 5% increase in the value of the Canadian dollar relative to the US dollar would result in a reduction of $6,534 in future cash inflow.

  • US$65,332 (June 30, 2022 – US$126,498) included in accounts payable. A 5% decrease in the value of the Canadian dollar relative to the US dollar would result in an increase of $3,267 in future cash outflow.

Based upon observations of recent market trends management believes that each of these outcomes is possible.

16. COVID-19

On March 11, 2020 the World Health Organization (WHO) declared COVID-19 a pandemic. This declaration was soon followed by numerous restrictions implemented by domestic and international governments affecting the way people could interact and how business was conducted. Some of these restrictions remain in place as of the financial reporting date.

The Company was permitted to, and did, continue operations throughout the pandemic after encouraging certain personnel to work from home and taking steps to facilitate physical distancing and other safety measures for those for whom working from home was not feasible.

The present and future economic effects of COVID-19 cannot be accurately predicted at this time, including the potential impact on the Company ’ s suppliers and customers, and on the market risks described in note 15. Although these potential effects cannot be quantified, the Company anticipates that COVID-19 could have an adverse impact on its future business, results of operations, financial position and cash flows.