ITEM 18. FINANCIAL STATEMENTS
We are furnishing the following financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), together with the independent auditor’s report on those statements:
|
Page
|
Independent Auditors’ Report
|
27
|
Consolidated Statements of Financial Position at December 31, 2012 and 2011
|
28
|
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2012 and 2011
|
29
|
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2012 and 2011
|
30
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011
|
31
|
Notes to Consolidated Financial Statements, December 31, 2012 and 2011
|
32
|
K. R. MARGETSON LTD
.
|
Chartered Accountants
|
210, 905 West Pender Street
Vancouver BC V6C 1L6
Tel: 604.641.4450
Fax: (toll free) 1.855-603-3228
Report of Independent Registered Public Accounting Firm
To the Shareholders of
Global Green Matrix Corp.:
We have audited the consolidated statements of financial position of Global Green Matrix Corp. as at December 31, 2012 and 2011 and the related consolidated statements of comprehensive loss, changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of Global Green Matrix Corp. as at December 31, 2012 and 2011 and the results of its operations, changes in shareholders’ equity and cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 of these financial statements, which states that Global Green Matrix Corp. incurred significant loss from operations, negative cash flows from operating activities and has an accumulated deficit. This, along with other matters as described in Note 1, indicated the existence of a material uncertainty which may cast doubt about the ability of Global Green Matrix Corp. to continue as a going concern.
/s/ K. R. Margetson Ltd.
Chartered Accountants
Vancouver, Canada
April 30, 2013
GLOBAL GREEN MATRIX CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)
|
|
Notes
|
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
|
$
|
40,887
|
|
|
$
|
680,972
|
|
Trade and other receivables
|
|
|
5
|
|
|
|
250,229
|
|
|
|
96,763
|
|
Prepaid expenses and deposits
|
|
|
|
|
|
|
169,620
|
|
|
|
-
|
|
Income taxes recoverable
|
|
|
|
|
|
|
1,292
|
|
|
|
-
|
|
Licenses
|
|
|
6
|
|
|
|
-
|
|
|
|
135,241
|
|
Total current assets
|
|
|
|
|
|
|
462,028
|
|
|
|
912,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable
|
|
|
|
|
|
|
95,963
|
|
|
|
-
|
|
Licenses
|
|
|
6
|
|
|
|
-
|
|
|
|
205,897
|
|
Equipment
|
|
|
7
|
|
|
|
1,353,410
|
|
|
|
-
|
|
Goodwill
|
|
|
4
|
|
|
|
1,329,465
|
|
|
|
-
|
|
Total non-current assets
|
|
|
|
|
|
|
2,778,838
|
|
|
|
205,897
|
|
TOTAL ASSETS
|
|
|
|
|
|
$
|
3,240,866
|
|
|
$
|
1,118,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
8
|
|
|
$
|
555,073
|
|
|
$
|
129,323
|
|
Loans and borrowings
|
|
|
9
|
|
|
|
807,006
|
|
|
|
157,674
|
|
Finance lease obligations
|
|
|
10
|
|
|
|
12,690
|
|
|
|
-
|
|
Deferred gain on sale leaseback
|
|
|
7
|
|
|
|
1,070
|
|
|
|
-
|
|
Total current liabilities
|
|
|
|
|
|
|
1,375,839
|
|
|
|
286,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings
|
|
|
9
|
|
|
|
7,717
|
|
|
|
-
|
|
TOTAL LIABILIITES
|
|
|
|
|
|
|
1,383,556
|
|
|
|
286,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
11
|
|
|
|
10,659,919
|
|
|
|
7,501,691
|
|
Contributed surplus
|
|
|
12
|
|
|
|
4,146,934
|
|
|
|
4,075,087
|
|
Subscription advances
|
|
|
|
|
|
|
10,000
|
|
|
|
486,600
|
|
Deficit
|
|
|
|
|
|
|
(13,012,738
|
)
|
|
|
(11,284,697
|
)
|
Accumulated other comprehensive income
|
|
|
|
|
|
|
53,195
|
|
|
|
53,195
|
|
TOTAL EQUITY
|
|
|
|
|
|
|
1,857,310
|
|
|
|
831,876
|
|
TOTAL LIABILITIES AND EQUITY
|
|
|
|
|
|
$
|
3,240,866
|
|
|
$
|
1,118,873
|
|
Nature and continuance of operations
(Note 1)
Commitments
(Note 17)
Subsequent events
(Note 21)
On behalf of the Board:
|
|
|
|
|
|
|
|
|
|
|
|
“Randy Hayward”
|
Director
|
“Greg Pendura”
|
Director
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GLOBAL GREEN MATRIX CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian dollars)
|
|
Notes
|
|
|
Year ended
December 31, 2012
|
|
|
Year ended
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
|
|
|
|
|
|
|
|
Distribution fees
|
|
|
|
|
$
|
100,000
|
|
|
$
|
-
|
|
Rental income
|
|
|
|
|
|
418,733
|
|
|
|
-
|
|
|
|
|
|
|
|
518,733
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of licenses
|
|
|
|
|
|
-
|
|
|
|
11,270
|
|
Consulting fees
|
|
|
|
|
|
148,668
|
|
|
|
158,286
|
|
Depreciation
|
|
|
|
|
|
167,957
|
|
|
|
-
|
|
Equipment rental
|
|
|
|
|
|
48,821
|
|
|
|
-
|
|
Management fees
|
|
|
14
|
|
|
|
120,000
|
|
|
|
150,000
|
|
Marketing and conferences
|
|
|
|
|
|
|
113,057
|
|
|
|
3,011
|
|
Occupancy costs
|
|
|
14
|
|
|
|
28,939
|
|
|
|
19,376
|
|
Office and sundry
|
|
|
|
|
|
|
102,388
|
|
|
|
14,855
|
|
Professional fees
|
|
|
|
|
|
|
183,753
|
|
|
|
76,554
|
|
Royalties
|
|
|
|
|
|
|
50,293
|
|
|
|
-
|
|
Salaries and wages
|
|
|
|
|
|
|
463,618
|
|
|
|
-
|
|
Share-based payments
|
|
|
|
|
|
|
3,726
|
|
|
|
-
|
|
Transfer agent and filing fees
|
|
|
|
|
|
|
49,043
|
|
|
|
32,737
|
|
Transportation charges
|
|
|
|
|
|
|
78,077
|
|
|
|
-
|
|
Travel
|
|
|
|
|
|
|
160,167
|
|
|
|
13,388
|
|
Waste removal
|
|
|
|
|
|
|
-
|
|
|
|
62,625
|
|
|
|
|
|
|
|
|
1,718,507
|
|
|
|
542,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before other items
|
|
|
|
|
|
|
(1,199,774
|
)
|
|
|
(542,102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ITEMS
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
1,206
|
|
|
|
900
|
|
Amortization of deferred gain on sale leaseback
|
|
|
|
|
|
|
5,352
|
|
|
|
-
|
|
Interest expense
|
|
|
|
|
|
|
(41,017
|
)
|
|
|
(11,653
|
)
|
Impairment of licenses
|
|
|
|
|
|
|
(493,808
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
(528,267
|
)
|
|
|
(10,753
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
|
|
|
$
|
(1,728,041
|
)
|
|
$
|
(552,855
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share
|
|
|
13
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
68,038,758
|
|
|
|
23,574,760
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GLOBAL GREEN MATRIX CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUIITY
(Expressed in Canadian dollars)
|
|
Share Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
|
|
|
Amount
|
|
|
Contributed surplus
|
|
|
Subscription advances
|
|
|
Deficit
|
|
|
Accumulated
other
comprehensive income
|
|
|
Total
|
|
Balance at December 31, 2010
|
|
|
21,243,055
|
|
|
$
|
6,325,974
|
|
|
$
|
4,075,087
|
|
|
$
|
-
|
|
|
$
|
(10,731,842
|
)
|
|
$
|
53,195
|
|
|
$
|
(277,586
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placements
|
|
|
20,000,000
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000,000
|
|
Share issue costs
|
|
|
-
|
|
|
|
(57,138
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(57,138
|
)
|
Debt settlement
|
|
|
4,139,644
|
|
|
|
232,855
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
232,855
|
|
Subscription advances
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
486,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
486,600
|
|
Share issuance adjustment
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(552,855
|
)
|
|
|
-
|
|
|
|
(552,855
|
)
|
Balance at December 31, 2011
|
|
|
45,382,697
|
|
|
|
7,501,691
|
|
|
|
4,075,087
|
|
|
|
486,600
|
|
|
|
(11,284,697
|
)
|
|
|
53,195
|
|
|
|
831,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placements
|
|
|
23,583,765
|
|
|
|
1,704,939
|
|
|
|
-
|
|
|
|
(486,600
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,218,339
|
|
Share issue costs
|
|
|
-
|
|
|
|
(166,711
|
)
|
|
|
68,121
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(98,590
|
)
|
Issuance for Intercept Rentals (note 4)
|
|
|
12,000,000
|
|
|
|
1,620,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,620,000
|
|
Share-based payments
|
|
|
-
|
|
|
|
-
|
|
|
|
3,726
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,726
|
|
Subscription advances
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
Loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,728,041
|
)
|
|
|
-
|
|
|
|
(1,728,041
|
)
|
Balance at December 31, 2012
|
|
|
80,966,462
|
|
|
$
|
10,659,919
|
|
|
$
|
4,146,934
|
|
|
$
|
10,000
|
|
|
$
|
(13,012,738
|
)
|
|
$
|
53,195
|
|
|
$
|
1,857,310
|
|
The accompanying notes are an integral part of these consolidated financial statements.
GLOBAL GREEN MATRIX CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
|
|
Year ended
December 31, 2012
|
|
|
Year ended
December 31, 2011
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Loss for the year
|
|
$
|
(1,728,041
|
)
|
|
$
|
(552,855
|
)
|
Items not affecting cash:
|
|
|
|
|
|
|
|
|
Amortization of deferred gain on sale leaseback
|
|
|
(5,352
|
)
|
|
|
-
|
|
Amortization of licenses
|
|
|
-
|
|
|
|
11,270
|
|
Depreciation
|
|
|
167,957
|
|
|
|
-
-
|
|
Impairment of licenses
|
|
|
493,808
|
|
|
|
-
|
|
Interest expense
|
|
|
8,500
|
|
|
|
9,174
|
|
Interest income
|
|
|
(900
|
)
|
|
|
(900
|
)
|
Management fees
|
|
|
-
|
|
|
|
115,000
|
|
Share-based payments
|
|
|
3,726
|
|
|
|
-
-
|
|
Changes in non-cash working capital items:
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
(90,009
|
)
|
|
|
(63,599
|
)
|
Prepaid expenses and deposits
|
|
|
(23,712
|
)
|
|
|
-
-
|
|
Trade and other payables
|
|
|
23,944
|
|
|
|
135,336
|
|
|
|
|
(1,150,079
|
)
|
|
|
(346,574
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Cash received on acquisition of Intercept Rentals
|
|
|
21,734
|
|
|
|
-
-
|
|
Loans receivable
|
|
|
23,412
|
|
|
|
-
|
|
Acquisition of licenses
|
|
|
(152,670
|
)
|
|
|
(352,408
|
)
|
Acquisition of equipment
|
|
|
(999,526
|
)
|
|
|
-
|
|
|
|
|
(1,107,050
|
)
|
|
|
(352,408
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from issuance of shares
|
|
|
1,218,339
|
|
|
|
1,000,000
|
|
Share issue costs
|
|
|
(98,590
|
)
|
|
|
(57,138
|
)
|
Subscription advances received
|
|
|
10,000
|
|
|
|
486,600
|
|
Due to related party
|
|
|
-
|
|
|
|
(65,605
|
)
|
Loans and borrowings
|
|
|
648,547
|
|
|
|
12,500
|
|
Finance lease obligations
|
|
|
(161,252
|
)
|
|
|
-
|
|
|
|
|
1,617,044
|
|
|
|
1,376,357
|
|
|
|
|
|
|
|
|
|
|
Change in cash for the year
|
|
|
(640,085
|
)
|
|
|
677,375
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of year
|
|
|
680,972
|
|
|
|
3,597
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year
|
|
$
|
40,887
|
|
|
$
|
680,972
|
|
Supplemental disclosure with respect to cash flows
(Note 19)
The accompanying notes are an integral part of these consolidated financial statements.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
1.
Nature and continuance of operations
Global Green Matrix Corp. (“Global Green” or the “Company”) is focused on exploring and pursuing new environmentally sound methods and technologies in recycling, and in particular, the reclamation sector. The address of the Company’s registered office is 943 Canso Drive, Gabriola, British Columbia, Canada V0R 1X2.
These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and thus be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these financial statements.
The Company incurred a net loss for the year ended December 31, 2012 of $1,728,041 with a total accumulated deficit of $13,012,738. There is doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a “going concern” is dependent upon its ability to achieve profitable operations, upon the continued financial support of its shareholders and upon its ability to obtain additional financing or equity. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future. Accordingly, these financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern.
The consolidated financial statements were authorized for issue on April 25, 2013 by the Board of Directors of the Company.
2.
Significant accounting policies and basis of preparation
Basis of presentation
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board effective as of December 31, 2012.
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified at fair value through profit and loss, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Basis of consolidation
These consolidated financial statements include the accounts of the Company and all of its subsidiaries. Subsidiaries are all entities controlled by the Company. Control exists when the Company has the power to, directly or indirectly govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account in the assessment of whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date on which control ceases.
The consolidated financial statements at December 31, 2012 include, on a consolidated basis, the assets, liabilities, revenues and expenses of the Company, and its wholly-owned subsidiary, 1503826 Alberta Ltd., described in note 4.
All inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
2. Significant accounting policies and basis of preparation (cont’d)
Significant accounting judgments, estimates and assumptions
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.
Areas requiring a significant degree of estimation and judgment relate to the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments and share-based payments and other equity-based payments, the recognition and valuation of provisions for restoration and environmental liabilities, and the recoverability and measurement of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.
Foreign currency translation
The Company’s reporting currency and the functional currency is the Canadian dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.
Transactions in foreign currencies are translated at the exchange rate in effect at the date of the transaction. Foreign denominated monetary assets and liabilities are translated to their Canadian dollar equivalents using foreign exchange rates prevailing at the financial position reporting date. Exchange gains or losses arising on foreign currency translation are reflected in loss for the period.
Equipment
Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.
The cost of an item consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.
Depreciation is provided at rates calculated to write off the cost of equipment, less the estimated residual value over the useful life, using the declining balance method at various rates ranging from 20% - 30% per annum.
An item is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statements of comprehensive loss.
Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment. Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures are capitalized.
Intangible assets
Intangible assets are recorded at cost. Intangible assets assessed by the Company with finite useful lives are amortized on a systematic basis over their useful lives. The amortization period and amortization method for an intangible asset with a finite useful life reflects the pattern in which the assets’ future economic benefits are expected to be consumed. Where the pattern cannot be reliably determined, the straight-line method is used. The amortization period and method is reviewed at least at each financial year end.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
2. Significant accounting policies and basis of preparation (cont’d)
Impairment of assets
At the end of each reporting year the carrying amounts of the Company’ assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the year. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
Where an impairment subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition over the Company’s interest in the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree. Goodwill is subsequently measured at cost less accumulated impairment losses.
Business combinations
Business combinations are accounted for by applying the acquisition method, whereby assets obtained, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquired business are measured at fair value at the date of acquisition. The acquired business’ identifiable assets, liabilities and contingent liabilities that meet the recognition under IFRS 3,
Business Combinations
are recognized at their fair values at the acquisition date, except for non-current assets which are classified as held-for-sale in accordance with IFRS 5
, Non-Current Assets Held for Sale and Discontinued Operations
, and are recognized and measured at fair value, less costs to sell.
To the extent the fair value of consideration paid exceeds the fair value of the net identifiable tangible and intangible assets, goodwill is recognized. To the extent the fair value of consideration paid is less than the fair value of net identifiable tangible and intangible assets, the difference is recognized in income immediately.
Acquisition costs associated with a business combination are expensed in the period incurred.
Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. Provisions for environmental restoration, legal claims, onerous leases and other onerous commitments are recognized at the best estimate of the expenditure required to settle the Company's liability.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
2. Significant accounting policies and basis of preparation (cont’d)
Provisions (cont’d)
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. An amount equivalent to the discounted provision is capitalized within tangible fixed assets and is depreciated over the useful lives of the related assets. The increase in the provision due to passage of time is recognized as interest expense.
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Leases
Leases entered into by the Company in which substantially all of the benefits and risks of ownership are transferred to the Company are recorded as finance leases. Upon initial recognition, the leases asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are depreciated over the shorter of the lease term and their useful lives, unless it is reasonably certain that the Company will obtain ownership by the end of the lease terms. All other leases are classified as operating leases and leasing costs are expensed in the period in which they are incurred. Lease inducements received by the Company are deferred and depreciated on a straight-line basis over the term of the lease as a reduction in rental expense.
Share capital
The Company’s common shares and share warrants are classified as equity instruments.
Incremental costs directly attributable to the issue of new shares or options are charged directly to share capital.
Share-based payments
The stock option plan allows Company employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from contributed surplus to share capital.
The fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized in the statement of loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.
Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
2. Significant accounting policies and basis of preparation (cont’d)
Share-based payments (cont’d)
When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Financial instruments
All financial assets are initially recorded at fair value and designated upon inception into one of the following four categories: fair value through profit or loss (“FVTPL”), loans and receivables, held-to-maturity investments, available-for-sale.
Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through profit and loss. The Company’s cash and cash equivalents and restricted cash are classified as FVTPL.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortized cost. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Company’s receivables are classified as loans and receivables.
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortized cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. The Company has not classified any of its investments as held-to-maturity.
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not suitable to be classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments and are subsequently measured at fair value. These are included in current assets. Unrealized gains and losses are recognized in other comprehensive income, except for impairment losses and foreign exchange gains and losses. The Company has classified investments and restricted investments as available-for-sale financial assets.
At each reporting date, the Company assesses whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or group of financial assets is deemed to be impaired, if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets.
All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other financial liabilities. At December 31, 2012, the Company has not classified any financial liabilities as FVTPL.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
2. Significant accounting policies and basis of preparation (cont’d)
Financial instruments
b)
Financial liabilities (cont’d)
Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. The Company’s accounts payable and accrued liabilities, advances from related party, loans payable and secured loans payable are classified as other financial liabilities.
Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives are also classified as held for trading and recognized at fair value with changes in fair value recognized in earnings unless they are designated as effective hedging instruments. Fair value changes on financial liabilities classified as FVTPL are recognized in earnings.
Revenue recognition
Revenue from the rental or sale of products is recognized, net of discounts and customer rebates, at the time goods are shipped and the transfer of significant risks and rewards of ownership has taken place, and collectability is reasonably assured.
Loss per share
The Company presents basic loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.
Comprehensive income (loss)
Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) and represents the change in shareholders’ equity which results from transactions and events from sources other than the Company’s shareholders. For the years presented, comprehensive loss was the same as net loss.
Income taxes
Current tax is the expected tax payable or receivable on the local taxable income or loss for the year, using local tax rates enacted or substantively enacted at the balance sheet date, and includes any adjustments to tax payable or receivable in respect of previous years.
Deferred income taxes are recorded using the balance sheet liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
2. Significant accounting policies and basis of preparation (cont’d)
Income taxes (cont’d)
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Comparative figures
Certain comparative figures have been reclassified to conform with presentation adopted for the current period.
3.
New standards, amendments and interpretations not yet effective
Certain pronouncements were issued by the International Accounting Standards Board (“IASB”) or the International Financial Reporting Interpretations Committee (“IFRIC”) that are mandatory for accounting periods after December 31, 2012. The Company does not expect the below standards to have a material impact on the financial statements, although additional disclosures may be required.
The following new Standards were issued by the IASB, and are effective for annual periods beginning on or after January 1, 2013, with the exception of IFRS 9 which is effective January 1, 2015. Early application is permitted if all five Standards are adopted at the same time.
viii)
Consolidated Financial Statements
IFRS 10 Consolidated Financial Statements (“IFRS 10”) will replace IAS 27 Consolidated and Separate Financial Statements, and SIC 12 Consolidation – Special Purpose Entities. The portion of IAS 27 that deals with separate financial statements will remain. IFRS 10 changes the definition of control, such that the same consolidation criteria will apply to all entities. The revised definition focuses on the need to have both “power” and “variable returns” for control to be present. Power is the current ability to direct the activities that significantly influence returns. Variable returns can be positive, negative or both. IFRS 10 requires continuous assessment of control of an investee based on changes in facts and circumstances.
IFRS 11 Joint Arrangements (“IFRS 11”) will replace IAS 31 Interests in Joint Ventures, and SIC 13 Jointly Controlled Entities – Non-monetary Contributions by Venturers. IFRS 11 defines a joint arrangement as an arrangement where two or more parties contractually agree to share control. Joint control exists only when the decisions about activities that significantly affect the returns of an arrangement require the unanimous consent of the parties sharing control. The focus is not on the legal structure of joint arrangements, but rather on how the rights and obligations are shared by the parties to the joint arrangement. IFRS 11 eliminates the existing policy choice of proportionate consolidation for jointly controlled entities and now requires equity method accounting. In addition, the Standard categorizes joint arrangements as either joint operations or joint ventures.
x)
Disclosure of Interests in Other Entities
IFRS 12 Disclosure of Interests in Other Entities (“IFRS 12”) will replace the disclosure requirements currently found in IAS 28 Investment in Associates, and is the new Standard for disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities, including information about the significant judgments and assumptions that it has made in determining whether it has control, joint control or significant influence in another entity. IFRS 12 sets out the required disclosures for entities reporting under IFRS 10 and IFRS 11.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
3. New standards, amendments and interpretations not yet effective (cont’d)
xi)
Separate Financial Statements
The new IAS 27 Separate Financial Statements (“IAS 27”) has been updated to require an entity presenting separate financial statements to account for those investments at cost or in accordance with IFRS 9 Financial Instruments. The new IAS 27 excludes the guidance on the preparation and presentation of consolidated financial statements for a group of entities under the control of a parent, which is within the scope of the current IAS 27 Consolidated and Separate Financial Statements, and is replaced by IFRS 10.
xii)
Investments in Associates and Joint Ventures
The new IAS 28 Investments in Associates and Joint Ventures (“IAS 28”) has been updated and it is to be applied by all entities that are investors with joint control of, or significant influence over, an investee. The scope of the current IAS 28 Investments in Associates does not include joint ventures.
xiii)
IFRS 13 Fair Value Measurement (“IFRS 13”)
IFRS is issued by the IASB in May 2011, and is effective for annual periods beginning on or after January 1, 2013. Early application is permitted. IFRS 13 was issued to remedy the inconsistencies in the requirements for measuring fair value and for disclosing information about fair value measurement in various current IFRSs. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, i.e. an exit price.
xiv)
IFRS 9 Financial Instruments (“IFRS 9”)
In November 2009, the IASB published IFRS 9, which covers the classification and measurement of financial assets as part of its project to replace IAS 39, “Financial Instruments: Recognition and Measurement”. In October 2010, the requirements for classifying and measuring financial liabilities were added to IFRS 9. Under this guidance, entities have the option to recognize financial liabilities at fair value through earnings. If this option is elected, entitles would be required to reverse the portion of the fair value change due to own credit risk out of earnings and recognize the change in other comprehensive income.
4.
Acquisition of Intercept Rental
On March 20, 2012, the Company acquired all of the issued and outstanding shares of 1503826 Alberta Ltd., carrying on business as "Intercept Rentals", from arm's length third parties pursuant to a share purchase agreement, subject to TSX Venture Exchange final approval. Intercept Rentals provides equipment to support the oil industry with products that focus on efficiency as well as safety for the workers and a healthier environment.
The purchase was satisfied by the issuance of 12 million common shares of the Company. Under IAS, as the fair value of the shares was $0.135 (determined by level 1 input) the value of the purchase was recorded as $1,620,000. As required by the purchase agreement, the Company’s common shares will be held in escrow pursuant to the terms of a voluntary share escrow agreement and released, as to 1/3 of such amount, on the 4, 8 and 12 month anniversaries of the closing date. In addition, the Company has granted to the former shareholders of Intercept Rentals, or its nominee, a 10 percent royalty on the gross revenues from the operation of the frac water heating technology for a period of 10 years, at which time it expires.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
4. Acquisition of Intercept Rental (cont’d)
Identifiable assets acquired and liabilities assumed
Cash
|
|
$
|
21,734
|
|
Trade and other receivables
|
|
|
62,557
|
|
Prepaid expenses and deposits
|
|
|
145,908
|
|
Income taxes recoverable
|
|
|
1,291
|
|
Loans receivable
|
|
|
119,375
|
|
Equipment
|
|
|
521,841
|
|
Trade and other payables
|
|
|
(401,807
|
)
|
Finance lease obligations
|
|
|
(173,942
|
)
|
Deferred gain on sale leaseback
|
|
|
(6,422
|
)
|
Total net identifiable assets
|
|
$
|
290,535
|
|
The fair value of the assets acquired and liabilities assumed was determined by the Company’s management based on information furnished by the management of Intercept Rentals.
Goodwill
Goodwill was recognized as a result of the acquisition as follows:
Total consideration transferred
|
|
$
|
1,620,000
|
|
Less: value of identifiable assets
|
|
|
(290,535
|
)
|
Goodwill
|
|
$
|
1,329,465
|
|
The goodwill is attributable mainly to the skills and technical talent of Intercept Rentals’ workforce, and the synergies expected to be achieved from integrating Intercept Rentals into the Company’s existing business.
The Company incurred acquisition-related costs of $23,183 in connection with this transaction which have been included in professional fees in the statement of comprehensive loss.
5.
Trade and other receivables
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
Trade receivables
|
|
$
|
215,244
|
|
|
$
|
-
|
|
Sales tax receivable
|
|
|
16,730
|
|
|
|
79,408
|
|
Loan receivable
|
|
|
18,255
|
|
|
|
17,355
|
|
Total
|
|
$
|
250,229
|
|
|
$
|
96,763
|
|
The Company has an unsecured loan receivable of $15,000 that bears interest of 6% annually. The loan is repayable, principal and interest, in full, ten days after the Company provides the borrower with a written notice of demand. No demand has been made.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
December 31, 2012
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Impairment
|
|
|
Net Book
Value
|
|
|
Current
Portion
|
|
|
Long-term
Portion
|
|
PowerMaster
|
|
$
|
102,408
|
|
|
$
|
853
|
|
|
$
|
101,555
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
DryVac
|
|
|
402,670
|
|
|
|
10,417
|
|
|
|
392,253
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
505,078
|
|
|
$
|
11,270
|
|
|
$
|
493,808
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
December 31, 2011
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Impairment
|
|
|
Net Book Value
|
|
|
Current Portion
|
|
|
Long-term Portion
|
|
PowerMaster
|
|
$
|
102,408
|
|
|
$
|
853
|
|
|
$
|
-
|
|
|
$
|
101,555
|
|
|
$
|
10,241
|
|
|
$
|
91,314
|
|
DryVac
|
|
|
250,000
|
|
|
|
10,417
|
|
|
|
-
|
|
|
|
239,583
|
|
|
|
125,000
|
|
|
|
114,583
|
|
Total
|
|
$
|
352,408
|
|
|
$
|
11,270
|
|
|
$
|
-
|
|
|
$
|
341,138
|
|
|
$
|
135,241
|
|
|
$
|
205,897
|
|
|
1)
|
On December 10, 2011, the Company signed a definitive Distribution/Dealer License Agreement with Inergy Plus Technologies Inc. (“Inergy Plus”). The agreement provides Global Green with the exclusive right to utilize Inergy Plus’ technologies for Canada including the right to license, sell, operate and provide warranty services. The primary technology is called the ReCyclone Advanced Gyroscopic Mill, also called the “PowerMaster.” The license to Global Green includes all current and future applications for the Power Master as registered with the United States Patent and Trademark office and all present and future intellectual property rights related to Inergy’s technologies during the 10 year term of the agreement.
|
Subsequent to the year, the Company entered into an agreement with Inergy Plus to end and transfer its exclusive license agreement. The Company then transferred the exclusive license to 0 Waste 2 Energy Canada Ltd. (“0 Waste”) and 0 Waste agrees to pay the Company the sum of $150,000 payable in instalments on the sale of the first three units of the PowerMaster in the licensed area. As the timing of the sale of the three units cannot be reasonably measured or the collection thereafter assured, the Company wrote-off the net book value of the PowerMaster licenses of $101,555 to $nil.
|
2)
|
On December 23, 2011, the Company signed a Distribution Agreement with I-Des Inc. and DryVac Services Canada Inc. (“I-Des and DryVac”). The Distribution Agreement gives Global Green the exclusive right to exploit the technologies developed and owned by I-Des and DryVac for a period of 2 years for all of Canada, in return for a onetime payment in the amount of $250,000. The Distribution Agreement allows for renewal of the term for an additional two (2) years provided that 60 days notice is given by the Company and that it is not in default with any terms of the agreement, one of which states that Global Green will sell a minimum of four (4) DryVac units per year.
|
On January 23, 2012, the Company signed an amendment to the Distribution Agreement to obtain additional rights to sell DryVac units in the State of Utah, USA. In consideration of the additional territory, the Company has paid an additional distributor fee to I-Des and DryVac in the amount of US$150,000.
As the timing of the expected economic benefits of the licenses could not be reasonably determined, the licenses were amortized on a straight line basis determined by their terms.
As at December 31, 2012, the Company evaluated the business relationship with I-Des and DryVac and due to the lack of sale potential for these technologies in Canada, the Company decided to write off the net book of these licences of $392,253 to $nil.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
7.
Equipment
|
|
Computer
|
|
|
Rental Equipment
|
|
|
Vehicles
|
|
|
Leasehold
Improvements
|
|
|
Total
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
On acquisition of Intercept Rentals
|
|
|
592
|
|
|
|
489,616
|
|
|
|
31,633
|
|
|
|
-
|
|
|
|
521,841
|
|
Additions
|
|
|
1,796
|
|
|
|
849,818
|
|
|
|
146,424
|
|
|
|
1,488
|
|
|
|
999,526
|
|
Balance, December 31, 2012
|
|
$
|
2,388
|
|
|
$
|
1,339,434
|
|
|
$
|
178,057
|
|
|
$
|
1,488
|
|
|
$
|
1,521,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Additions
|
|
|
349
|
|
|
|
142,816
|
|
|
|
24,560
|
|
|
|
232
|
|
|
|
167,957
|
|
Balance, December 31, 2012
|
|
$
|
349
|
|
|
$
|
142,816
|
|
|
$
|
24,560
|
|
|
$
|
232
|
|
|
$
|
167,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2011
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
At December 31, 2012
|
|
$
|
2,039
|
|
|
$
|
1,196,618
|
|
|
$
|
153,497
|
|
|
$
|
1,256
|
|
|
$
|
1,353,410
|
|
In fiscal 2010, the Company entered into three sales leaseback arrangements. The lease amounts exceeded the original cost of the items by $20,872. This gain was deferred and is recognized into income over the terms of the related leases. For the year ended December 31, 2012, $5,352 was recognized in income.
8.
Trade and other payables
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
Trade payables
|
|
$
|
444,384
|
|
|
$
|
105,360
|
|
Accrued liabilities
|
|
|
66,529
|
|
|
|
20,000
|
|
Other payables
|
|
|
43,116
|
|
|
|
-
|
|
Due to related party
|
|
|
1,044
|
|
|
|
3,963
|
|
Total
|
|
$
|
555,073
|
|
|
$
|
129,323
|
|
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
Automotive loan payable
|
|
$
|
18,003
|
|
|
$
|
-
|
|
Loans payable
|
|
|
754
|
|
|
|
13,174
|
|
Notes payable
|
|
|
642,966
|
|
|
|
-
|
|
Convertible debentures payable
|
|
|
153,000
|
|
|
|
144,500
|
|
|
|
|
814,723
|
|
|
|
157,674
|
|
Less: current portion
|
|
|
(807,006
|
)
|
|
|
(157,674
|
)
|
|
|
$
|
7,717
|
|
|
$
|
-
|
|
The automotive loan payable is monthly installments of $857, non-interest bearing, maturing September 10, 2014. Secured by the related automotive equipment having a net book value of $24,223.
The loans payable are unsecured, non-interest bearing and have no fixed terms of repayment.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
9. Loans and borrowings (cont’d)
The notes payable bear interest at 12% per annum and repayable in 10 days with written notice of demand.
The convertible debentures bear interest at 10% per annum and were due on December 15, 2004. The debentures are convertible at the option of the debenture holder into fully paid, non-assessable common shares without par value in the capital of the Company at a conversion price in the range of $2.25 to $3.00 per common share.
10.
Finance lease obligations
Finance lease obligations relate to rental equipment used in the Company’s rental operations. Collateral consists of the related equipment and a general security agreement covering all present and after acquired equipment including intangibles, and the proceeds of sale on the secured equipment. Finance lease obligations are payable as follows:
|
|
Future minimum lease payments
2012
|
|
|
Interest
2012
|
|
|
Principal value of minimum lease payments
2012
|
|
Less than one year
|
|
$
|
13,005
|
|
|
$
|
315
|
|
|
$
|
12,690
|
|
Between one and five years
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
More than five years
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
13,005
|
|
|
$
|
315
|
|
|
$
|
12,690
|
|
Authorized share capital
Unlimited number of common voting shares and unlimited number of preferred non-voting shares
Issued share capital
At December 31, 2012, there were 80,966,462 issued and fully paid common shares (December 31, 2011 - 45,382,697).
Please refer to the Consolidated Statements of Changes in Equity for a summary of changes in share capital and contributed surplus for the year ended December 31, 2012.
Private placements and other share issuance
For the year ended December 31, 2012
|
1)
|
On February 8, 2012, the Company completed private placement financing of 13,143,765 units for gross proceeds of $1,182,939. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitled the holder to purchase one additional common share for a period of 18 months from the closing date at an exercise price of $0.18 per share.
|
The Company paid finder's fees and commissions totaling $63,590 cash and 706,564 finder's warrants. Each finder's warrant is exercisable at $0.18 into one common share of the Company for 18 months from the issuance date.
The fair value of the finders’ warrants, being $51,257 was determined using the Black-Scholes option pricing model weighted average assumptions with a volatility of 159%, average risk free interest rate of 1.09%, expected life of 1.5 years and a dividend rate of 0%.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
11. Share capital (cont’d)
Private placements and other share issuance (cont’d)
For the year ended December 31, 2012 (cont’d)
|
2)
|
As described in Note 4, the Company acquired Intercept Rentals for a purchase price of $1,620,000, which was satisfied by the issuance of 12 million common shares of the Company with a fair value of $0.135 per share. As required by the purchase agreement, the Company’s common shares will be held in escrow pursuant to the terms of a voluntary share escrow agreement and released, as to 1/3 of such amount, on the 4, 8 and 12 month anniversaries of the closing date.
|
|
3)
|
On November 6, 2012, the Company completed a private placement financing of 5,440,000 units at a price of $0.05 per unit for gross proceeds of $272,000. Each unit consists of one share and one share purchase warrant, with each warrant exercisable to acquire an additional share for a period of 2 years from the closing date at a price of $0.15.
|
The Company paid finder's fees and commissions totaling $12,500 cash and 250,000 finder's warrants. Each finder's warrant is exercisable at $0.15 into one common share of the Company for 2 years from the issuance date.
The fair value of the finders’ warrants, being $8,219 was determined using the Black-Scholes option pricing model weighted average assumptions with a volatility of 145%, average risk free interest rate of 1.07%, expected life of 2 years and a dividend rate of 0%.
|
4)
|
On December 27, 2012, the Company completed a private placement financing of 5,000,000 units at a price of $0.05 per unit for gross proceeds of $250,000. Each unit consists of one share and one share purchase warrant, with each warrant exercisable to acquire an additional share for a period of 2 years from the closing date at a price of $0.15.
|
The Company paid finder's fees and commissions totaling $22,500 cash and 450,000 finder's warrants. Each finder's warrant is exercisable at $0.15 into one common share of the Company for 2 years from the issuance date.
The fair value of the finders’ warrants, being $8,645 was determined using the Black-Scholes option pricing model weighted average assumptions with a volatility of 120%, average risk free interest rate of 1.12%, expected life of 2 years and a dividend rate of 0%.
For the year ended December 31, 2011
|
1)
|
On December 5, 2011, the Company completed a non-brokered private placement consisting of 20,000,000 common shares at a price of $0.05 per share for gross proceeds of $1,000,000. All securities issued in connection with the private placement are subject to a four-month hold period. Finders received aggregate fees in the amount of $57,138.
|
|
2)
|
On December 12, 2011, the Company settled outstanding indebtedness of $232,855 through the issuance of common shares at deemed prices of $0.05625 per common share. The outstanding debt is comprised of management fees and consulting fees. A total of 4,139,644 common shares were issued pursuant to the debt settlement.
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
11. Share capital (cont’d)
Warrants
Warrant transactions and the number of warrants outstanding are summarized as follows:
|
|
Number of
Warrants
|
|
|
Weighted
Average
Exercise
Price
|
|
Expiry
Date
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
|
|
|
15,398,333
|
|
|
$
|
0.20
|
|
July 13, 2013
|
Issued on private placement
|
|
|
7,831,569
|
|
|
|
0.18
|
|
July24, 2014
|
Issued on private placement
|
|
|
6,018,761
|
|
|
|
0.18
|
|
August 8, 2014
|
Issued on private placement
|
|
|
1,480,000
|
|
|
|
0.15
|
|
September 20, 2014
|
Issued on private placement
|
|
|
4,210,000
|
|
|
|
0.15
|
|
November 6, 2014
|
Issued on private placement
|
|
|
3,250,000
|
|
|
|
0.15
|
|
December 14, 2014
|
Issued on private placement
|
|
|
2,200,000
|
|
|
|
0.15
|
|
December 27, 2014
|
Balance, December 31, 2012
|
|
|
40,388,663
|
|
|
$
|
0.18
|
|
|
During the year ended December 31, 2012, the Company announced that 15,398,333 common share purchase warrants, exercisable at $0.20 per share, and having an original expiry date of July 13, 2012, have been extended by one year and will now expire on July 13, 2013. These warrants were originally issued July 13, 2010. All other terms and conditions of these warrants remain the same.
Contributed surplus
Contributed surplus relate to stock options and compensatory warrants that have been issued by the Company.
Stock options
The Company follows the policies of the TSX Venture Exchange, under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company’s common shares as calculated on the date of grant. The options can be granted for a maximum term of 5 years. The vesting period for all options is at the discretion of the board of directors.
On December 5, 2012, management granted 500,000 share options to a consultant. Each option allows the optionee to purchase a common share of the Company for $0.15 for the next 5 years. 83,334 of the options vested by December 31, 2012 and using a Black-Scholes pricing model, $3,726 was recorded in the accounts as share-based payments expense with a corresponding increase to contributed surplus. The calculation was calculated based on the following assumptions:
Expected life
|
5 years
|
Risk free interest rate
|
1.04%
|
Expected volatility
|
165.36%
|
Accordingly, as of December 31, 2012 there were 500,000 stock options outstanding and 83,334 were exercisable. As at December 31, 2011, there were no stock options outstanding.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
13.
Basic and diluted loss per share
The calculation of basic and diluted loss per share for the year ended December 31, 2012 was based on the loss attributable to common shareholders of $1,728,041 (2011 - $552,855) and the weighted average number of common shares outstanding of 68,038,758 (2011 - 23,574,760).
Diluted loss per share did not include the effect of 40,388,663 share purchase warrants and 500,000 stock options.
14.
Related party transactions
Key management personnel compensation
|
|
Years ended
|
|
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
Short-term employee benefits - management
|
|
$
|
120,000
|
|
|
$
|
150,000
|
|
Office rent
|
|
|
3,800
|
|
|
|
6,000
|
|
|
|
$
|
123,800
|
|
|
$
|
156,000
|
|
The amounts charged to the Company for the services provided have been determined by negotiation among the parties and, in certain cases, are covered by signed agreements.
Related party balances
The following amounts due to related party are included in trade and other payables:
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
Officer of the Company
|
|
$
|
1,044
|
|
|
$
|
3,963
|
|
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
15.
Management of capital
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to pursue new environmentally sound methods and technologies in recycling. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue new environmentally sound methods and technologies in recycling and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or adjust the amount of cash.
At this stage of the Company’s development, in order to maximize ongoing development efforts, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
15.
Management of capital (cont’d)
There were no changes in the Company’s approach to capital management during the year ended December 31, 2012. The Company is not subject to externally imposed capital requirements.
16.
Financial risk management
International Financial Reporting Standards 7,
Financial Instruments: Disclosures
, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Cash is classified as Level 1.
As at December 31, 2012, the carrying values of cash, trade and other receivables, trade and other payables, and loans and borrowings approximate their fair values due to their short terms to maturity.
Financial risks
The Company has exposure to the following risks from its use of financial instruments:
Credit risk
The Company's credit risk is primarily attributable to cash and trade and other receivables. The Company has no significant concentration of credit risk arising from operations. Cash consists of chequing account at reputable financial institution, from which management believes the risk of loss to be remote. Federal deposit insurance covers balances up to $100,000 in Canada. Financial instruments included in trade and other receivables mainly consist of trade receivables, and amounts due from government agencies. The Company limits its exposure to credit loss for cash by placing its cash with high quality financial institution and for trade and other receivables by standard credit checks. At December 31, 2012, the Company’s exposure to credit risk is minimal
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.
As at December 31, 2012, the Company had a cash balance of $40,887 (2011 - $680,972) to settle current liabilities of $1,375,839 (2011 - $286,997).
Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements and loans from related and other parties. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
16. Financial risk management (cont’d)
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
|
The Company has cash balances and interest-bearing loans payable. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As of December 31, 2012, the Company did not have any investments in investment-grade short-term deposit certificates. The Company’s loans payable bear interest at fixed interest rates, and as such, the Company is not
exposed to interest rate risk on its loans payable.
|
|
The Company does not have any balances denominated in a foreign currency and believes it has no significant foreign currency risk.
|
|
The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
|
The Company has entered into operating lease commitment for premises as follows:
2013
|
|
$
|
79,456
|
|
2014
|
|
|
79,456
|
|
2015
|
|
|
79,456
|
|
2016
|
|
|
79,456
|
|
2017
|
|
|
72,835
|
|
Total
|
|
$
|
390,659
|
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
18.
Income taxes
a) A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
$
|
(1,728,041
|
)
|
|
$
|
(552,855
|
)
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
25
|
%
|
|
|
26.5
|
%
|
|
|
|
|
|
|
|
|
|
Income tax recovery at statutory rates
|
|
$
|
(432,010
|
)
|
|
$
|
(146,507
|
)
|
Impact of permanent differences
|
|
|
116,523
|
|
|
|
-
|
|
Impact of future income tax rates applied versus current statutory rate
|
|
|
119,067
|
|
|
|
143,786
|
|
Change in unrecognized deductible temporary differences
|
|
|
43,327
|
|
|
|
-
|
|
Unrecognized benefits of non-capital losses
|
|
|
(72,830
|
)
|
|
|
-
|
|
Change in valuation allowance
|
|
|
225,923
|
|
|
|
2,721
|
|
Total income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
b) Details of unrecognized deferred income tax assets are as follows:
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
Deferred income tax assets:
|
|
|
|
|
|
|
Non-capital loss carry forwards
|
|
$
|
2,050,141
|
|
|
$
|
1,887,767
|
|
Capital losses carry forward
|
|
|
154,629
|
|
|
|
163,907
|
|
Difference between tax value and book value of equipment
|
|
|
78,994
|
|
|
|
25,883
|
|
Share issuance costs
|
|
|
19,716
|
|
|
|
-
|
|
Valuation allowance
|
|
|
(2,303,480
|
)
|
|
|
(2,077,557
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The Company has non-capital losses of approximately $8,200,564 which may be carried forward and applied against taxable income in future years. These losses, if unutilized, will expire through to 2032. The Company has taxable capital losses of approximately $618,516 which may be applied in future years against taxable capital gains. The ability to apply these losses has no expiration date.
19.
Supplemental disclosure with respect to cash flows
|
|
Years Ended
|
|
|
|
December 31,
2012
|
|
|
December 31,
2011
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for interest
|
|
$
|
22,607
|
|
|
$
|
9,528
|
|
Significant non-cash financing and investing transactions during the year ended December 31, 2012 were as follows:
|
i)
|
the Company acquired all of the issued and outstanding shares of 1503826 Alberta Ltd., carrying on business as "Intercept Rentals", for a purchase price of $1,620,000, which was satisfied by the issuance of 12 million common shares of the Company with a fair value of $0.135 per share (note 4).
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
20.
Supplemental disclosure with respect to cash flows (cont’d)
Significant non-cash financing and investing transactions during the year ended December 31, 2011 were as follows:
|
i)
|
the Company settled outstanding indebtedness of $232,855 through the issuance of common shares at a deemed prices of $0.05625 per common share. The outstanding debt is comprised of management fees and consulting fees. Of those amounts, $115,000 was expensed in 2011.
|
21.
Subsequent events
|
1)
|
On January 7, 2013, the Company granted 2,600,000 stock options at a price of $0.10 per common share to directors, officers and consultants of the Company. Each option grant will vest quarterly. As per the Company's Stock Option Plan, the options granted are exercisable until January 7, 2017.
|
|
2)
|
On February 15, 2013, the Company completed a non-brokered private placement for a total of 3,400,000 units representing gross proceeds of $170,000. Each unit consists of one share and one share purchase warrant, with each warrant exercisable to acquire an additional share until four months from the closing date. The warrants are subject to an accelerated expiry stating that if at any time, after the standard 4 month hold period, the closing price of the Company’s common shares on the TSX Venture Exchange exceeds $0.25 for any 10 consecutive trading days, the warrant holder will be given notice that the warrants will expire 31 days following the date of such notice.
|
The Company also paid a finder’s fee of $7,500 cash and 150,000 finder’s warrants holding the same terms as stated above.
|
3)
|
On February 28, 2013, the Company entered into an agreement with Inergy Plus Technologies Inc. (“IPT”) whereby the Company agreed to end and transfer its exclusive license agreement to use and market the PowerMaster technology and equipment it signed with IPT dated December 10, 2011.
|
The Company agreed to transfer the exclusive license on the condition that IPT give substantially the same license to 0 Waste 2 Energy Canada Ltd. (“0 Waste”). The Company also signed an agreement dated February 26, 2013 with 0 Waste whereby 0 Waste agrees to use its best efforts to market the PowerMaster technology in Canada and further agrees to pay the Company the sum of $150,000 payable in instalments on the sale of the first three units of the PowerMaster in the licensed area.
|
4)
|
On March 28, 2013, the Company granted 200,000 options at a price of 0.10 per share to a consultant of the Company. The option grant will vest quarterly. As per the Company's Stock Option Plan, the options granted are exercisable until March 5, 2017.
|
|
5)
|
On April 17, 2013, the Company completed a private placement for the sale of convertible debentures for gross proceeds of $445,000. The debenture will bear interest at a rate of 12.00% per annum, payable semi-annually from the closing date and will also contain an override royalty of 2.00% per annum on the gross revenue earned by the new units, payable semi-annually from the closing date. The debentures will be convertible into common shares of the Company at a price of: $0.50 for the first twelve months; $1.00 for the second twelve months; and $1.50 after the first twenty-four months commencing on the closing date. A finder’s fee of $20,000 cash may be paid on receipt of TSX-V approval.
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
21. Subsequent events (cont’d)
|
6)
|
On April 24, 2013, the Company announced a non-brokered private placement offering of up to 12,000,000 units of the Company (“Units”) at a price of $0.191667 per Unit for gross proceeds of up to $2.3 million. The Company will use the net proceeds of the offering to purchase, indirectly through its wholly-owned subsidiary, three new frac water heating units (“Heating Units”) and for general working capital purposes.
|
Each Unit will consist of one common share (“Common Share”) and a pro rata portion of a royalty (the “Royalty Entitlement. The pro rata amount of the Royalty Entitlement that each subscriber will receive will be based on their subscription amount as compared with the maximum size of the offering of $2.3 million. The aggregate Royalty Entitlement payable to all subscribers under the offering, assuming the maximum proceeds of $2.3 million are raised, will be a 10% gross revenue royalty in respect of revenues generated by the three Heating Units for a period of five years from the purchase of such Heating Units, payable quarterly in arrears. Based on historical experience of revenues from existing heating units, the Corporation estimates that the net present value of the aggregate Royalty Entitlement, discounted at 15%, is $1,215,994 assuming 5% year over year growth in revenues, $1,326,198 assuming 10% year over year growth and $1,446,641 assuming 15% year over year growth. The payment of the Royalty Entitlement will be secured by a security interest in the Heating Units granted in favour of the subscribers.
The Corporation has agreed to pay a finder’s fee of up to 4.35% of the gross proceeds of the offering to an unrelated third party. In addition, the unrelated third party will receive Common Shares in an amount equal to 16.667% of the number of Units sold under the offering, issued a deemed price of $0.191667 per share.
ITEM 19. EXHIBITS
Number
|
|
12.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
12.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
13.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C section 1350
|
|
|
13.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C section 1350
|
|
|
15.1
|
Consent of accountants pursuant to Item 10.G
|
|
|