Item 1. Financial Statements
SUNVAULT ENERGY, INC.
Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
|
|
Index
|
|
|
|
|
|
Condensed Consolidated Balance Sheets
|
|
F-1
|
|
Condensed Consolidated Statements of Operations
|
|
F-2
|
|
Condensed Consolidated Statements of Cash Flows
|
|
F-3
|
|
Notes to the Condensed Consolidated Financial Statements
|
|
F-4
|
|
SUNVAULT ENERGY, INC.
Condensed Consolidated Balance Sheets
(Expressed in U.S. dollars)
|
|
March 31,
2016
$
|
|
|
December 31,
2015
$
|
|
|
|
(unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
3,591
|
|
|
|
76,657
|
|
Accounts receivable, net of allowance for doubtful accounts of $108,882 (2015 – $102,037) (Note 3)
|
|
|
295,486
|
|
|
|
322,941
|
|
Inventory (Note 4)
|
|
|
44,854
|
|
|
|
43,753
|
|
Due from related parties (Note 15)
|
|
|
787,469
|
|
|
|
602,219
|
|
Prepaid expenses and deposits
|
|
|
196,653
|
|
|
|
179,036
|
|
Total current assets
|
|
|
1,328,053
|
|
|
|
1,224,606
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
3,856
|
|
|
|
3,605
|
|
Deferred financing costs
|
|
|
45,613
|
|
|
|
59,322
|
|
Property and equipment (Note 5)
|
|
|
2,201,237
|
|
|
|
2,244,082
|
|
Assets held for sale (Note 6)
|
|
|
475,378
|
|
|
|
475,378
|
|
Goodwill (Note 7)
|
|
|
268,156
|
|
|
|
251,299
|
|
Intangible assets (Note 8)
|
|
|
28,000
|
|
|
|
28,000
|
|
Total assets
|
|
|
4,350,293
|
|
|
|
4,286,292
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Line of credit
|
|
|
143,610
|
|
|
|
111,345
|
|
Accounts payable and accrued liabilities (Notes 9 and 15)
|
|
|
2,384,512
|
|
|
|
2,182,619
|
|
Grant payable (Note 12)
|
|
|
747,287
|
|
|
|
700,308
|
|
Current portion of capital lease obligations (Note 13)
|
|
|
271,619
|
|
|
|
309,071
|
|
Current portion of long-term debt (Note 11)
|
|
|
293,014
|
|
|
|
141,788
|
|
Current portion of convertible debt (Note 14)
|
|
|
1,434,805
|
|
|
|
982,279
|
|
Deferred revenue
|
|
|
1,309,970
|
|
|
|
1,242,583
|
|
Loans payable (Note 10)
|
|
|
462,622
|
|
|
|
348,023
|
|
Due to related parties (Note 15)
|
|
|
403,284
|
|
|
|
371,256
|
|
Total current liabilities
|
|
|
7,450,723
|
|
|
|
6,389,272
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations (Note 13)
|
|
|
429,538
|
|
|
|
446,045
|
|
Long-term debt (Note 11)
|
|
|
–
|
|
|
|
155,603
|
|
Convertible debt (Note 14)
|
|
|
277,500
|
|
|
|
739,155
|
|
Total liabilities
|
|
|
8,157,761
|
|
|
|
7,730,075
|
|
|
|
|
|
|
|
|
|
|
Nature of operations and continuance of business (Note 1)
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 19)
|
|
|
|
|
|
|
|
|
Subsequent events (Note 22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit
|
|
|
|
|
|
|
|
|
Common stock, 500,000,000 shares authorized, $0.001 par value
139,028,815 and 135,878,613 shares issued and outstanding, respectively
|
|
|
139,029
|
|
|
|
135,879
|
|
Common stock issuable (Note 16)
|
|
|
1,018,062
|
|
|
|
2,527,262
|
|
Additional paid-in capital
|
|
|
7,386,767
|
|
|
|
5,502,689
|
|
Deferred compensation (Note 16)
|
|
|
–
|
|
|
|
(4,849
|
)
|
Accumulated other comprehensive income
|
|
|
177,278
|
|
|
|
310,472
|
|
Deficit
|
|
|
(12,395,025
|
)
|
|
|
(11,876,858
|
)
|
|
|
|
|
|
|
|
|
|
Total Sunvault Energy, Inc. stockholders' deficit
|
|
|
(3,673,889
|
)
|
|
|
(3,405,405
|
)
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
(133,579
|
)
|
|
|
(38,378
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders' deficit
|
|
|
(3,807,468
|
)
|
|
|
(3,443,783
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders'
deficit
|
|
|
4,350,293
|
|
|
|
4,286,292
|
|
(The accompanying notes are an integral part of these
consolidated
financial statements)
SUNVAULT ENERGY, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
|
|
Three Months
Ended
March 31,
2016
$
|
|
|
Three Months
Ended
March 31,
2015
$
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
Non-program service revenue
|
|
|
8,279
|
|
|
|
225,186
|
|
Recycling fee revenue
|
|
|
-
|
|
|
|
167,482
|
|
Scrap metal revenue
|
|
|
569
|
|
|
|
2,938
|
|
Services rig and software revenue
|
|
|
4,558
|
|
|
|
47,105
|
|
Tire collections revenue
|
|
|
1,335
|
|
|
|
67,628
|
|
Tire shred revenue
|
|
|
5,634
|
|
|
|
203,194
|
|
Transportation revenue
|
|
|
559,392
|
|
|
|
572,536
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
579,767
|
|
|
|
1,286,069
|
|
|
|
|
|
|
|
|
|
|
Direct costs
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
70,902
|
|
|
|
76,715
|
|
Equipment rental and maintenance
|
|
|
80,872
|
|
|
|
192,550
|
|
Freight and transportation
|
|
|
2,835
|
|
|
|
130,981
|
|
Labour and subcontractors (Note 15)
|
|
|
364,890
|
|
|
|
639,234
|
|
Materials
|
|
|
3,075
|
|
|
|
101,677
|
|
Site operating costs
|
|
|
35,676
|
|
|
|
47,557
|
|
Tire processing costs
|
|
|
-
|
|
|
|
88,376
|
|
|
|
|
|
|
|
|
|
|
Total direct costs
|
|
|
558,250
|
|
|
|
1,277,090
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
21,517
|
|
|
|
8,979
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
14,886
|
|
|
|
15,449
|
|
Bad debts
|
|
|
-
|
|
|
|
12,272
|
|
Consulting fees (Note 15)
|
|
|
121,000
|
|
|
|
82,899
|
|
Equipment rental and maintenance
|
|
|
-
|
|
|
|
16,887
|
|
Foreign exchange gain (loss)
|
|
|
(43,391
|
)
|
|
|
-
|
|
General and administrative
|
|
|
37,216
|
|
|
|
213,167
|
|
Management fees (Note 15)
|
|
|
74,233
|
|
|
|
596,543
|
|
Professional fees
|
|
|
76,906
|
|
|
|
66,981
|
|
Rent (Note 15)
|
|
|
11,235
|
|
|
|
24,027
|
|
Research and development
|
|
|
39,781
|
|
|
|
-
|
|
Salaries and subcontracting fees (Note 15)
|
|
|
100,053
|
|
|
|
129,011
|
|
Travel and promotion
|
|
|
29,868
|
|
|
|
47,491
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
461,787
|
|
|
|
1,204,727
|
|
|
|
|
|
|
|
|
|
|
Net loss before other expenses
|
|
|
(440,270
|
)
|
|
|
(1,195,748
|
)
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(116,905
|
)
|
|
|
(267,729
|
)
|
Loss on disposal of property and equipment
|
|
|
(43,949
|
)
|
|
|
-
|
|
Write-down of related party loan receivable
|
|
|
(12,244
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total other expenses
|
|
|
(173,098
|
)
|
|
|
(267,729
|
)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(613,368
|
)
|
|
|
(1,463,477
|
)
|
|
|
|
|
|
|
|
|
|
Less: net loss attributable to non-controlling interest
|
|
|
95,201
|
|
|
|
135,688
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Sunvault Energy, Inc.
|
|
|
(518,167
|
)
|
|
|
(1,327,789
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss)
|
|
|
(133,194
|
)
|
|
|
64,536
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to Sunvault Energy, Inc.
|
|
|
(651,361
|
)
|
|
|
(1,263,253
|
)
|
|
|
|
|
|
|
|
|
|
Loss per share attributable to Sunvault Energy, Inc. shareholders, basic and diluted
|
|
|
-
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding used in the calculation of net loss attributable to Sunvault Energy, Inc. per common share
|
|
|
137,454,350
|
|
|
|
106,878,613
|
|
(The accompanying notes are an integral part of these
consolidated
financial statements)
SUNVAULT ENERGY, INC.
Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
|
|
Three Months
Ended
March 31,
2016
$
|
|
|
Three Months
Ended
March 31,
2015
$
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(613,368
|
)
|
|
|
(1,463,477
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Accretion of discounts on convertible debt
|
|
|
-
|
|
|
|
297,516
|
|
Amortization of deferred financing costs
|
|
|
26,150
|
|
|
|
7,144
|
|
Amortization of property and equipment
|
|
|
85,788
|
|
|
|
92,164
|
|
Loss on disposal of property and equipment
|
|
|
43,949
|
|
|
|
-
|
|
Stock-based compensation
|
|
|
46,587
|
|
|
|
489,215
|
|
Write-off of related party loan receivable
|
|
|
12,244
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
27,455
|
|
|
|
146,263
|
|
Inventory
|
|
|
(1,101
|
)
|
|
|
144,601
|
|
Due from related parties
|
|
|
(101,676
|
)
|
|
|
3,485
|
|
Prepaid expenses and deposits
|
|
|
(17,617
|
)
|
|
|
(3,699
|
)
|
Accounts payable and accrued liabilities
|
|
|
222,683
|
|
|
|
17,069
|
|
Deferred revenue
|
|
|
67,387
|
|
|
|
(31,453
|
)
|
Due to related parties
|
|
|
12,528
|
|
|
|
11,383
|
|
Net cash used in operating activities
|
|
|
(188,991
|
)
|
|
|
(289,789
|
)
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances to related parties
|
|
|
(120,496
|
)
|
|
|
(400,222
|
)
|
Proceeds from related parties
|
|
|
24,678
|
|
|
|
39,000
|
|
Proceeds from sale of property and equipment
|
|
|
27,597
|
|
|
|
-
|
|
Purchase of property and equipment
|
|
|
(1,076
|
)
|
|
|
(8,039
|
)
|
Net cash used in investing activities
|
|
|
(69,297
|
)
|
|
|
(369,261
|
)
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of credit
|
|
|
32,265
|
|
|
|
(8,802
|
)
|
Deferred financing costs
|
|
|
(13,007
|
)
|
|
|
(43,320
|
)
|
Proceeds from convertible debt
|
|
|
-
|
|
|
|
536,327
|
|
Proceeds from loans payable
|
|
|
115,739
|
|
|
|
-
|
|
Repayment of related party loans
|
|
|
-
|
|
|
|
(12,749
|
)
|
Repayment of long-term debt
|
|
|
-
|
|
|
|
(36,020
|
)
|
Repayment of capital lease obligations
|
|
|
(54,027
|
)
|
|
|
(114,262
|
)
|
Proceeds from exercises of share purchase warrants
|
|
|
320,000
|
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
400,970
|
|
|
|
321,174
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash
|
|
|
(215,748
|
)
|
|
|
67,402
|
|
Change in cash
|
|
|
(73,066
|
)
|
|
|
(270,474
|
)
|
Cash, beginning of period
|
|
|
76,657
|
|
|
|
547,936
|
|
Cash, end of period
|
|
|
3,591
|
|
|
|
277,462
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment financed under capital lease
|
|
|
-
|
|
|
|
496,573
|
|
Shares issued to settle convertible debt
|
|
|
15,000
|
|
|
|
-
|
|
Shares issued to settle accounts payable and accrued liabilities
|
|
|
1,290
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
22,086
|
|
|
|
22,543
|
|
Income taxes paid
|
|
|
-
|
|
|
|
9,164
|
|
(The accompanying notes are an integral part of these
consolidated
financial statements)
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
The accompanying interim condensed consolidated financial statements of Sunvault Energy, Inc. (the "Company") should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company's financial position and the results of its operations and its cash flows for the periods shown.
The preparation of condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2016, the Company has a working capital deficiency of $6,122,670 and has an accumulated deficit of $12,395,025 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
|
Significant Accounting Policies
|
|
(a)
|
Principles of Consolidation
|
These consolidated financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities:
Werkman Transport Inc.
|
|
Wholly-owned subsidiary of the Company
|
1454004 Alberta Ltd.
|
|
Wholly-owned subsidiary of the Company
|
CleanGen Inc.
|
|
69.6% owned subsidiary of the Company
|
CleanGen Power Corp.
|
|
Wholly-owned subsidiary of 1454004 Alberta Ltd.
|
CleanGen Aboriginal HR Services Ltd.
|
|
Wholly-owned subsidiary of CleanGen Inc.
|
1098541 Alberta Ltd.
|
|
Wholly-owned subsidiary of CleanGen Inc.
|
Cutting Edge Tire Recycling Limited Partnership
|
|
Wholly-owned subsidiary of 1098541 Alberta Ltd.
|
Coole Immersive Inc.
|
|
75.5% owned subsidiary of CleanGen Inc.
|
All inter-company balances and transactions have been eliminated.
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
ASC 220, "
Comprehensive Income
" establishes standards for the reporting and display of comprehensive income and its components in the financial statements.
For
the
three months
ended
March 31, 2016
and 201
5
,
comprehensive income (loss) consists of
foreign currency translation gain
s and losses
.
|
(c)
|
Recent Accounting Pronouncements
|
In 2014, the Financial Accounting Standards Board issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The core principal is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective beginning January 1, 2017 and can be applied either retrospectively for each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact and approach to adopting this accounting guidance on the consolidated financial statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
|
March 31,
2016
$
|
|
|
December 31,
2015
$
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
346,218
|
|
|
|
394,116
|
|
GST receivable and other receivable
|
|
|
58,150
|
|
|
|
30,862
|
|
Allowance for doubtful accounts
|
|
|
(108,882
|
)
|
|
|
(102,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
295,486
|
|
|
|
322,941
|
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
|
|
March 31,
2016
$
|
|
|
December 31,
2015
$
|
|
|
|
|
|
|
|
|
Tire mulch and other
|
|
|
8,367
|
|
|
|
7,194
|
|
Tire shred
|
|
|
36,487
|
|
|
|
36,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,854
|
|
|
|
43,753
|
|
5.
|
Property and Equipment
|
|
|
Cost
$
|
|
|
Accumulated amortization
$
|
|
|
Net book
value as at
March 31,
2016
$
|
|
|
Net book
value as at
December 31,
2015
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building
|
|
|
84,771
|
|
|
|
4,024
|
|
|
|
80,747
|
|
|
|
76,415
|
|
Computer equipment
|
|
|
33,002
|
|
|
|
21,286
|
|
|
|
11,717
|
|
|
|
12,311
|
|
Field and production equipment
|
|
|
1,539,974
|
|
|
|
617,941
|
|
|
|
922,033
|
|
|
|
1,014,976
|
|
Furniture
|
|
|
54,482
|
|
|
|
22,627
|
|
|
|
31,855
|
|
|
|
34,186
|
|
Land
|
|
|
66,179
|
|
|
|
-
|
|
|
|
66,179
|
|
|
|
62,018
|
|
Transportation equipment
|
|
|
1,211,233
|
|
|
|
161,763
|
|
|
|
1,049,470
|
|
|
|
1,002,325
|
|
Vehicles
|
|
|
64,000
|
|
|
|
24,764
|
|
|
|
39,236
|
|
|
|
41,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,053,641
|
|
|
|
852,404
|
|
|
|
2,201,237
|
|
|
|
2,244,082
|
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
As at March 31, 2016, included in field and production equipment are assets under capital lease with an original cost of $97,239 (December 31, 2015 - $147,514) and accumulated amortization of $28,743 (December 31, 2015 - $26,968). Included in transportation equipment are assets under capital lease with an original cost of $1,123,331 (December 31, 2015 - $1,052,712) and accumulated amortization of $134,275 (December 31, 2015 - $109,382). During the three months ended March 31, 2016, amortization expense includes $20,476 (2015 - $18,498) related to assets under capital leases.
|
|
Balance
$
|
|
|
|
|
|
Balance, December 31, 2015 and March 31, 2016
|
|
|
475,378
|
|
Assets held for sale consists of solar panels which the Company acquired in 2013
.
|
|
Cost
$
|
|
|
Foreign currency
translation adjustment
$
|
|
|
Impairment
$
|
|
|
Net carrying
value as at
March 31, 2016
$
|
|
|
Net carrying
value as at
December 31,
2015
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Werkman Transport Inc.
|
|
|
2,475,424
|
|
|
|
(66,726
|
)
|
|
|
(2,140,542
|
)
|
|
|
268,156
|
|
|
|
251,299
|
|
|
|
Cost
$
|
|
|
Accumulated amortization
$
|
|
|
Net book
value as at
March 31,
2016
$
|
|
|
Net book
value as at
December 31,
2015
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical energy storage device capacitor license
|
|
|
3,000
|
|
|
|
-
|
|
|
|
3,000
|
|
|
|
3,000
|
|
Electrical energy storage device battery license
|
|
|
7,500
|
|
|
|
-
|
|
|
|
7,500
|
|
|
|
7,500
|
|
Lighting wand license
|
|
|
7,500
|
|
|
|
-
|
|
|
|
7,500
|
|
|
|
7,500
|
|
Graphene-based plastics license
|
|
|
10,000
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,000
|
|
|
|
-
|
|
|
|
28,000
|
|
|
|
28,000
|
|
As at March 31, 2016, the licenses acquired were not in use. As such, no amortization has been recorded to date.
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
9.
|
Accounts Payable and Accrued Liabilities
|
|
|
March 31,
2016
$
|
|
|
December 31,
2015
$
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
|
1,836,949
|
|
|
|
1,732,625
|
|
Accrued liabilities
|
|
|
81,975
|
|
|
|
56,640
|
|
Accrued interest (Notes 12 and 14)
|
|
|
313,884
|
|
|
|
245,074
|
|
GST payable
|
|
|
26,416
|
|
|
|
21,644
|
|
Income taxes payable
|
|
|
9,509
|
|
|
|
8,911
|
|
Payroll payable
|
|
|
54,969
|
|
|
|
60,859
|
|
Other payable
|
|
|
60,810
|
|
|
|
56,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,384,512
|
|
|
|
2,182,619
|
|
|
(a)
|
As at March 31, 2016, the Company owed $115,281 (December 31, 2015 – $115,281) to a company controlled by a significant shareholder of the Company for expenses paid on behalf of the Company. The amount due is non-interest bearing, unsecured, and due on demand.
|
|
|
|
|
(b)
|
As at March 31, 2016, the Company owed $17,820 (Cdn$23,100) (December 31, 2015 – $16,692 (Cdn$23,100)) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, is repayable in four quarterly installments of Cdn$6,266 beginning on March 1, 2016, and is due on December 1, 2016.
|
|
|
|
|
(c)
|
As at March 31, 2016, the Company owed $9,252 (Cdn$12,000) (December 31, 2015 – $12,000) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, is repayable in four quarterly installments of Cdn$3,255 beginning on March 1, 2016, and is due on December 1, 2016.
|
|
|
|
|
(d)
|
As at March 31, 2016, the Company owed $5,012 (Cdn$6,500) (December 31, 2015 – $nil) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, and is due on December 1, 2016.
|
|
|
|
|
(e)
|
As at March 31, 2016, the Company owed $5,012 (Cdn$6,500) (December 31, 2015 – $nil) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, and is due on February 9, 2017.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
10. Loans Payable (continued)
|
(f)
|
As at March 31, 2016, the Company owed $310,245 (December 31, 2015 – $204,050) to various non-related parties for proceeds received pursuant to the future exercise of share purchase warrants. The share purchase warrants are exercisable at a price of $0.50 per share of common stock for a period of 90 days from when the Company's cease trade order in Canada has been lifted. To exercise the share purchase warrants, each holder must first exercise a minimum of 25% of the respective share purchase warrants issued on demand.
|
|
|
March 31,
2016
$
|
|
|
December 31,
2015
$
|
|
|
|
|
|
|
|
|
Business Development Bank of Canada, repayable in monthly instalments of Cdn$6,000 plus interest at 7%, maturing May 17, 2018, secured by a general interest in all present and after acquired property. The Company is in default of the loan so the balance due is now due on demand.
|
|
|
138,792
|
|
|
|
130,067
|
|
|
|
|
|
|
|
|
|
|
Business Development Bank of Canada, repayable in monthly instalments of Cdn$6,667 plus interest at 8%, maturing May 17, 2018, secured by a general interest in all present and after acquired property. The Company is in default of the loan so the balance due is now due on demand.
|
|
|
154,222
|
|
|
|
144,526
|
|
|
|
|
|
|
|
|
|
|
John Deere Finance, repayable in monthly installments of Cdn$1,262 including interest at 0%, maturing on January 1, 2018, secured by specific equipment.
|
|
|
-
|
|
|
|
22,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
293,014
|
|
|
|
297,391
|
|
|
|
|
|
|
|
|
|
|
Less: current portion
|
|
|
(293,014
|
)
|
|
|
(141,788
|
)
|
|
|
|
|
|
|
|
|
|
Long-term portion
|
|
|
-
|
|
|
|
155,603
|
|
Principal repayments on long-term debt on an annual basis are as follows:
Year
|
|
Cdn$
|
|
|
$
|
|
|
|
|
|
|
|
|
2016
|
|
|
380,010
|
|
|
|
293,014
|
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
On March 31, 2014, CleanGen Power Corp., received a demand for payment from the province of Alberta pursuant to the biorefining commercialization and market development program grant agreement (the "Grant Agreement"). The amount consists of Cdn$969,157 of grant funds disallowed under the Grant Agreement and interest earned on the grant funds calculated at the CIBC prime rate per annum. As at March 31, 2016, $747,287 (Cdn$969,157) (December 31, 2015 - $700,308 (Cdn$969,157)) is owed. As at March 31, 2016, accrued interest of $141,370 (Cdn$183,343) (December 31, 2015 - $126,902 (Cdn$175,619)) is included in accounts payable and accrued liabilities.
13.
|
Capital Lease Obligations
|
|
|
March 31,
2016
$
|
|
|
December 31,
2015
$
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$2,093, due in June 2016, secured by transportation equipment.
|
|
|
4,773
|
|
|
|
8,849
|
|
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$1,943, due in August 2016, secured by transportation equipment.
|
|
|
7,130
|
|
|
|
10,434
|
|
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$2,123, due in September 2016, secured by transportation equipment.
|
|
|
11,136
|
|
|
|
14,750
|
|
|
|
|
|
|
|
|
|
|
Coast Capital, equipment lease repayable in monthly instalments of Cdn$1,186 including interest at 8.23% per annum, due in July 2017, secured by production equipment.
|
|
|
17,032
|
|
|
|
15,962
|
|
|
|
|
|
|
|
|
|
|
Coast Capital, equipment lease repayable in monthly instalments of Cdn$1,067 including interest at 8.23% per annum, due in July 2017, secured by production equipment.
|
|
|
24,866
|
|
|
|
23,303
|
|
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly instalments of Cdn$2,875, due in January 2018, secured by transportation equipment.
|
|
|
41,363
|
|
|
|
43,416
|
|
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$4,188, due in June 2018, secured by transportation equipment.
|
|
|
79,593
|
|
|
|
82,050
|
|
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$6,109 for the first six payments and thereafter to decrease to Cdn$4,345, due in March 2019, secured by transportation equipment.
|
|
|
104,136
|
|
|
|
104,915
|
|
|
|
|
|
|
|
|
|
|
Mercado Capital Corporation, equipment lease repayable in monthly installments of Cdn$1,745, due in June 2019, secured by transportation equipment.
|
|
|
46,025
|
|
|
|
44,926
|
|
|
|
|
|
|
|
|
|
|
Blue Chip Leasing Corporation, equipment lease repayable in monthly installments of Cdn$819, due in June 2019, secured by transportation equipment.
|
|
|
15,853
|
|
|
|
15,908
|
|
|
|
|
|
|
|
|
|
|
National Leasing Group Inc., equipment lease repayable in monthly installments of Cdn$783, due in June 2019, secured by transportation equipment.
|
|
|
15,313
|
|
|
|
15,282
|
|
|
|
|
|
|
|
|
|
|
Westana Equipment Leasing Inc., equipment lease repayable in monthly installments of Cdn$2,190, due in June 2019, secured by transportation equipment.
|
|
|
40,070
|
|
|
|
39,897
|
|
|
|
|
|
|
|
|
|
|
Westana Equipment Leasing Inc., equipment lease repayable in monthly installments of Cdn$2,190, due in June 2019, secured by transportation equipment.
|
|
|
40,070
|
|
|
|
39,897
|
|
|
|
|
|
|
|
|
|
|
National Leasing Group Inc., equipment lease repayable in monthly installments of Cdn$823, due in June 2019, secured by transportation equipment.
|
|
|
17,733
|
|
|
|
16,618
|
|
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$3,674, due in February 2020, secured by transportation equipment.
|
|
|
110,879
|
|
|
|
107,536
|
|
|
|
|
|
|
|
|
|
|
Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$4,070, due in March 2020, secured by transportation equipment.
|
|
|
125,185
|
|
|
|
123,553
|
|
|
|
|
|
|
|
|
|
|
Roynat -Takeuchi Mini Excavator, equipment lease repayable in monthly instalments of Cdn$1,464 including interest at 6.5% per annum, due in March 2020, secured by specific field equipment.
|
|
|
-
|
|
|
|
47,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
701,157
|
|
|
|
755,116
|
|
|
|
|
|
|
|
|
|
|
Less: current portion
|
|
|
(271,619
|
)
|
|
|
(309,071
|
)
|
|
|
|
|
|
|
|
|
|
Long-term portion
|
|
|
429,538
|
|
|
|
446,045
|
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
13.
|
Capital Lease Obligations (continued)
|
Future minimum lease payments related to capital lease obligations are as follows:
|
|
$
|
|
|
|
|
|
2016
|
|
|
278,974
|
|
2017
|
|
|
248,709
|
|
2018
|
|
|
198,058
|
|
2019
|
|
|
85,460
|
|
2020
|
|
|
12,134
|
|
|
|
|
|
|
|
|
|
823,335
|
|
|
|
|
|
|
Less: imputed interest
|
|
|
(122,178
|
)
|
|
|
|
|
|
|
|
|
701,157
|
|
|
|
|
|
|
Less: current portion
|
|
|
(271,619
|
)
|
|
|
|
|
|
Long-term portion
|
|
|
429,538
|
|
|
(a)
|
Effective April 22, 2014, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $180,200 and $40,482 (Cdn$52,500). The convertible debentures are unsecured, bear interest at 8% per annum and paid quarterly, due on April 22, 2016, and may be converted into shares of the Company's common stock at any time at the conversion price of $0.30 per share. The Company incurred financing costs of $23,450 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $2,919 (2015 - $2,887) of the deferred financing costs.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
|
|
In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company determined that the convertible promissory note contained no embedded beneficial conversion feature as the convertible promissory note was issued with a conversion price higher than the fair market value of the Company's shares of common stock at the time of issuance.
|
|
(b)
|
Effective December 15, 2014, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $725,990 and $40,712 (Cdn$52,800). The convertible debentures are unsecured, bear interest at 10% per annum and paid quarterly, due on December 15, 2016, and may be converted into shares of the Company's common stock, after six months from issuance, at a conversion price of $0.20 per share. If converted into common shares, the holder is entitled to one full warrant with an exercise price of $0.50 for a period of two years. The Company must pay back the principal amount outstanding and accrued and unpaid interest any time before or at the maturity date, which is two years from the date of issuance. The Company incurred financing costs of $63,042 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $5,311 (2015 - $4,257) of the deferred financing costs.
In accordance with ASC 470-20, "
Debt with Conversion and Other Options
",
the Company recognized the intrinsic value of the embedded beneficial conversion feature of $428,335 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debentures from the effective date to the first convertible date. During the three months ended
March 31, 2016
, the Company had accreted $nil (2015 - $191,128) of the debt discount which was recorded as interest expense.
On February 12, 2016, the Company issued 81,452 shares of common stock for the conversion of $15,000 of these debentures and $1,290 of accrued interest. Refer to Note 16(c).
As at March 31, 2016, the carrying values of the convertible debentures were $710,990 (December 31, 2015 - $725,990) and $40,712 (Cdn$52,800) (December 31, 2015 - $38,153 (Cdn$52,800)).
|
|
(c)
|
Effective March 1, 2015, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $447,000 and $14,655 (Cdn$20,000). The convertible debentures are unsecured, bear interest at 8.5% per annum and paid quarterly, and may be converted into shares of the Company's common stock, after six months from issuance or if the stock trades above $0.75 for a 14 calendar day period, at a conversion price of $0.25 per share. If converted into common shares, the holder is entitled to one full warrant with an exercise price of $1.00 for a period of two years. The Company must pay back the principal amount outstanding and accrued and unpaid interest any time before or at the maturity date, which is two years from the date of issuance. The Company incurred financing costs of $32,820 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $4,353 (2015 - $nil) of the deferred financing costs.
In accordance with ASC 470-20, "
Debt with Conversion and Other Options
", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $259,164 as additional paid-in capital and an equivalent discount
which will be charged to operations over the term of the convertible debentures from the effective date to the first convertible date
. During the three months ended March 31, 2016, the Company accreted $nil (2015 - $8,329) of the debt discount which was recorded as interest expense. As at March 31, 2016, the carrying values of the convertible debentures were $447,000 (December 31, 2015 - $447,000) and $15,421 (Cdn$20,000) (December 31, 2015 - $14,655 (Cdn$20,000)).
|
|
(d)
|
Effective June 1, 2015, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $277,500. The convertible debentures are unsecured, bear interest at 8.5% per annum and paid quarterly, and may be converted into shares of the Company's common stock, after six months from issuance or if the stock trades above $1.00 for a 14 calendar day period, at a conversion price of $0.50 per share. If converted into common shares, the holder is entitled to one full warrant with an exercise price of $1.00 for a period of two years. The Company must pay back the principal amount outstanding and accrued and unpaid interest any time before or at the maturity date, which is two years from the date of issuance. The Company incurred financing costs of $17,500 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $2,645 (2015 - $nil) of the deferred financing costs.
In accordance with ASC 470-20, "
Debt with Conversion and Other Options
", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $
166,500
as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debentures from the effective date to the first convertible date. As at
March 31, 2016
, the carrying
values
of the convertible debentures
were $277,500 (December 31, 2015 - $277,500).
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
15.
|
Related Party Transactions
|
|
(a)
|
As at March 31, 2016, the Company owed $84,727 (December 31, 2015 - $67,108) to a company controlled by the Chief Executive Officer of the Company for unpaid management fees and expenses paid on behalf of the Company. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(b)
|
As at March 31, 2016, the Company was owed $93,979 (December 31, 2015 - $81,735) from a company with common officers and directors for cash advances. The amount due is unsecured, non-interest bearing, and due on demand. During the three months ended March 31, 2016, the Company recorded an allowance of $93,979 against the outstanding balance.
|
|
|
|
|
(c)
|
As at March 31, 2016, the Company owed $nil (December 31, 2015 - $19,500) to the former Chief Technology Officer of the Company for cash advances. The amount due is unsecured, non-interest bearing, and due on demand. The amount was reallocated to accounts payable and accrued liabilities.
|
|
|
|
|
(d)
|
As at March 31, 2016, the Company owed $14,980 (December 31, 2015 - $14,980) to the Secretary of the Company for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(e)
|
As at March 31, 2016, the Company owed $213,956 (December 31, 2015 - $180,240) to a company controlled by a director of the Company for expenses paid on behalf of the Company and unpaid management fees. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(f)
|
As at March 31, 2016, the Company owed $118,992 (December 31, 2015 - $86,537) to a company controlled by the President of the Company for unpaid management fees. The amount due is unsecured, non-interest bearing, and due on demand. Of this amount, $32,455 (December 31, 2015 - $nil) was included in accounts payable and accrued liabilities.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
15.
|
Related Party Transactions (continued)
|
|
(g)
|
As at March 31, 2016, the Company was owed $38,997 (December 31, 2015 - $27,706) from a company with common directors for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(h)
|
As at March 31, 2016, the Company was owed $595,360 (December 31, 2015 - $469,608) from a company controlled by common officers and directors for cash advances. The amount due is non-interest bearing, due on demand, and secured by solar panels owned by this company.
|
|
|
|
|
(i)
|
As at March 31, 2016, the Company was owed $66,105 (December 31, 2015 - $66,105) from a company controlled by a significant shareholder for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(j)
|
As at March 31, 2016, the Company was owed $6,170 (December 31, 2015 - $5,780) from a shareholder of the Company who has a significant influence in the Company's operations for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(k)
|
As at March 31, 2016, the Company was owed $5,000 (December 31, 2015 - $3,613 (Cdn$5,000)) from a director of the Company for cash advanced. As at March 31, 2016, the Company owed $37,004 (December 31, 2015 - $21,262 (Cdn$29,425)) to this director of the Company for unpaid consulting fees, which was included in accounts payable and accrued liabilities. The amounts due are unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(l)
|
As at March 31, 2016, the Company owed $49,000 (December 31, 2015 - $nil) to a director of the Company, which was included in accounts payable and accrued liabilities. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(m)
|
As at March 31, 2016, the Company owed $66,655 (Cdn$86,445) (December 31, 2015 - $62,466 (Cdn$86,445)) to the former President of 1454004 and companies controlled by the former President of 1454004 for cash advances. Of this amount, $63,571 (Cdn$82,445) (December 31, 2015 - $59,575 (Cdn$82,445)) was included in accounts payable and accrued liabilities. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(n)
|
As at March 31, 2016, the Company was owed $9,329 (Cdn$12,099) (December 31, 2015 – $4,408 (Cdn$6,099)) from the President of Coole Immersive Inc. for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(o)
|
As at March 31, 2016, the Company was owed $66,508 (Cdn$86,251) (December 31, 2015 – $24,999 (Cdn$34,595)) from the President of WTI for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(p)
|
For the three months ended March 31, 2016, the Company incurred management fees of $nil (2015 - $13,085) to the former President of 1454004 and companies controlled by the former President of 1454004.
|
|
|
|
|
(q)
|
For the three months ended March 31, 2016, the Company incurred research and development expense of $30,000 (2015 - $nil) to a director of the Company.
|
|
|
|
|
(r)
|
For the three months ended March 31, 2016, the Company incurred labour and subcontractor costs of $nil (2015 - $56,718) to a company controlled by the brother of the President of WTI.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
|
(s)
|
For the three months ended March 31, 2016, included in consulting fees are the following amounts:
|
|
|
·
|
$37,500 (2015 - $nil) incurred to the President of the Company;
|
|
|
·
|
$nil (2015 - $9,000) incurred to the former Chief Technology Officer of the Company; and
|
|
|
·
|
$10,777 (2015 - $nil) incurred to directors of the Company.
|
|
(t)
|
For the three months ended March 31, 2016, included in salaries and subcontracting fees are the following amounts:
|
|
|
·
|
$5,493 (2015 - $nil) incurred to the President of Coole Immersive Inc.; and
|
|
|
·
|
$nil (2015 - $19,687) incurred to the son of the former President of 1454004.
|
|
(u)
|
For the three months ended March 31, 2015, included in management fees are the following amounts:
|
|
|
·
|
$30,000 (2015 - $30,000) incurred to the Chief Executive Officer of the Company;
|
|
|
·
|
$34,260 (2015 - $46,612) incurred to a director of the Company;
|
|
|
·
|
$22,062 (2015 - $24,158) incurred to the President of WTI; and
|
|
|
·
|
$nil (2015 - $492,917l) incurred to a company controlled by the President of the Company.
|
|
(a)
|
On February 9, 2016, the Company agreed to issue 1,690,000 shares of common stock with a fair value of $1,149,200 as consulting fees. The amount was recorded as shares issuable as at December 31, 2015.
|
|
|
|
|
(b)
|
On February 10, 2016, the Company issued 500,000 shares of common stock with a fair value of $360,000 for a signing bonus to a consultant which was recorded as shares issuable as at December 31, 2015. The Company also issued of 78,750 shares of common stock with a fair value of $41,738 to settle amounts owing to this consultant. Refer to Note 19(k).
|
|
|
|
|
(c)
|
On February 12, 2016, the Company issued 81,452 shares of common stock for the conversion of a convertible debenture in the amount of $15,000 plus accrued interest of $1,290. Refer to Note 14(b).
|
|
|
|
|
(d)
|
On February 29, 2016, the Company issued 800,000 shares of common stock pursuant to the exercise of share purchase warrants with an exercise price of $0.40 for total proceeds of $320,000. The share purchase warrants were issued pursuant to an offer letter dated January 28, 2016, wherein the Company offered certain holders of the convertible debentures, effective December 15, 2014, an election to immediately exercise the share purchase warrants that were issuable upon conversion of the convertible debentures at an amended exercise price of $0.40 per share.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
|
(e)
|
As at March 31, 2016, the Company had $171,395 (December 31, 2015 – $171,395) in common stock issuable to a company controlled by the President of WTI for the acquisition of certain assets and assumption of certain liabilities of 1301540 Alberta Ltd. on April 15, 2014.
|
|
|
|
|
(f)
|
As at March 31, 2016, the Company had $486,667 (December 31, 2015 – $486,667) in common stock issuable to a company controlled by a director of the Company for management fees incurred. Refer to Note 19(f).
|
|
|
|
|
(g)
|
As at March 31, 2016, the Company had $360,000 (December 31, 2015 – $360,000) in common stock issuable to a consultant pursuant to a consulting agreement dated April 22, 2015. Refer to Note 19(h). The fair value of the common stock was determined based on the closing price of the Company's common stock.
|
|
|
|
|
(h)
|
On March 1, 2014, the Company entered into a consulting agreement with a non-related party for a period of one year commencing March 1, 2015. As consideration for these services, the Company issued 300,000 shares of common stock with a fair value of $30,000 which was recorded as deferred compensation. During the three months ended March 31, 2016, the Company expensed $4,849 of the deferred compensation as consulting fees which reflects the pro-rata portion of the services provided to March 31, 2016.
|
On February 6, 2014, the Company adopted the 2014 Stock Option Plan which permits the Company to grant stock options for up to 12,968,800 shares of common stock to officers, directors, employees, and consultants. The Board of Directors will determine the exercise price and vesting schedule for stock options granted. The maximum term of stock options granted is five years.
A summary of the Company's stock option activity is as follows:
|
|
Number of
options
|
|
|
Weighted average exercise price
$
|
|
|
Aggregate
intrinsic value
$
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2015 and March 31, 2016
|
|
|
3,100,000
|
|
|
|
0.10
|
|
|
|
1,364,000
|
|
Additional information regarding stock options outstanding as at March 31, 2016, is as follows:
|
|
|
Outstanding and exercisable
|
|
Range of
exercise prices
$
|
|
|
Number of shares
|
|
|
Weighted average remaining contractual life (years)
|
|
|
Weighted average
exercise price
$
|
|
|
|
|
|
|
|
|
|
|
|
|
0.10
|
|
|
|
3,100,000
|
|
|
|
2.9
|
|
|
|
0.10
|
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
18.
|
Share Purchase Warrants
|
The following table summarizes the continuity of share purchase warrants:
|
|
Number of
warrants
|
|
|
Weighted average exercise price
$
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015
|
|
|
2,030,000
|
|
|
|
0.57
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
800,000
|
|
|
|
0.40
|
|
Exercised
|
|
|
(800,000
|
)
|
|
|
0.40
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2016
|
|
|
2,030,000
|
|
|
|
0.57
|
|
As at March 31, 2016, the following share purchase warrants were outstanding:
Number of warrants
|
|
|
Exercise
price
$
|
|
|
Expiry date
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
2.00
|
|
|
April 15, 2017
|
|
1,930,000
|
|
|
|
0.50
|
|
|
90 days from when the Company's cease trade order in Canada has been lifted
|
|
|
|
|
|
|
|
|
|
|
2,030,000
|
|
|
|
|
|
|
|
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
19.
|
Commitments and Contingencies
|
|
(a)
|
On September 14, 2011, CleanGen Power received notice that The Groundworx Co. ("Groundworx") was seeking damages of Cdn$33,678 for repair services provided for a Doppstadt Shredder (the "Shredder"). Management of CleanGen Power asserts that any repair services provided for the Shredder was done without the agreement and the knowledge of CleanGen Power. On October 5, 2012, CleanGen Power filed a Statement of Defense and Counterclaim, seeking damages of Cdn$6,000,000 from Groundworx for the following: (i) trespassing, including physical damage to the gates and structures located on land that CleanGen Power was entitled to possession of; (ii) removal and conversion of the Shredder without permission; (iii) consequential losses arising from, but not limited to, CleanGen Power's inability to perform its obligations under agreements with third parties as a direct result of the loss of the Shredder; (iv) damages arising from the disruption of CleanGen Power's business, causing CleanGen Power to be unable to honour all of its financial obligations to third parties; and (v) administrative time and resources spent by CleanGen Power to locate the Shredder and to deal with the abovementioned acts of Groundworx. On November 16, 2012, CleanGen Power received a Statement of Defense to Counterclaim from Groundworx, who denied all of the allegations in the Counterclaim. There have been no changes to the case since April 30, 2013 when CGPC served its Affidavit of Records. CleanGen Power has until April 30, 2016 to advance the action or it risks automatic dismissal for delay by the Court.
|
|
|
|
|
(b)
|
On December 9, 2013, the Company entered into a licensing agreement pursuant to which the Company has been granted a royalty-bearing, exclusive license to certain patented inventions. The Company has agreed to pay the licensor $3,000 and issue shares of common stock equal to a fair value of $30,000 on or before January 8, 2014. The Company will pay royalties to the licensor calculated based on 4% of net sales for licensed products and processes. The minimum royalty payments are to be paid in advance on a quarterly basis as follows: December 3, 2018: - $500; year 2019 - $2,000; year 2020 - $4,000; year 2021 - $6,000; year 2022 - $8,000; and $10,000 for year 2023 and every year thereafter for the life of the agreement. If the first sale of a licensed product occurs before 2019, the first minimum royalty payment will be due on December 31 of the year in which the first sale occurred and the due dates for the subsequent minimum royalty payments will be adjusted accordingly. The Company must provide funding of at least $50,000 by January 6, 2014 for research by the licensor in the area of electrochemical based solar cells with energy storage capacity. In addition, the Company must pay the licensor milestone payments as follows: $5,000 upon completion of a working prototype due on March 31, 2018 and $10,000 upon its first commercial sale due on March 31, 2019. The Company must execute the first commercial sales of products to a retail customer on or before March 31, 2019 or the licensor has the right to terminate the agreement. The term of this license will continue until the latter of the date that no licensed patent remains a pending application or an unforceable patent, or the date on which the licensee's obligation to pay royalties expires.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
19.
|
Commitments and Contingencies (continued)
|
|
(c)
|
On January 16, 2014, the Company entered into an agreement with a company controlled by the President of the Company whereby the Company is to pay $10,000 per month, which is to be paid with shares of common stock of the Company until the Company has adequate funding. If the agreement is terminated by the Company without cause or as a result of a change in control, the company controlled by the President of the Company will be entitled to termination pay of $240,000.
|
|
|
|
|
(d)
|
On April 15, 2014, the Company entered into a management agreement with a company controlled by the President of WTI whereby the Company is to pay Cdn$10,000 per month for the management services for a term of five years.
|
|
|
|
|
(e)
|
On April 24, 2014, the Company entered into a Services and Commission Agreement with Aboriginal Financial Services Corporation ("AFSC"), a company controlled by the President of the Company, pursuant to which AFSC will provide the Company with knowledge regarding various Aboriginal peoples, groups, organizations and First Nations, Metis and Inuit communities ("Aboriginal Stakeholders") and their business practices to assist the Company in identifying utility resource development and associated services to assist the Company with contractual arrangements for the development of resource opportunities on Aboriginal lands.
|
Under the terms of the agreement, the Company agreed to pay AFSC a one-time retainer of Cdn$3,000 upon execution of the agreement and reimburse AFSC on a monthly basis for pre-approved out-of-pocket expenses. The Company has also agreed to issue the following shares based on various target contracts, as more particularly described in the agreement:
|
|
i)
|
500,000 shares of common stock at the then prevailing market rate for any and all target contracts having a total capital investment value of up to Cdn$4,999,999 issuable as of the date of signing of target contracts with Aboriginal Stakeholders.
|
|
|
|
|
|
|
ii)
|
An additional 500,000 shares of common stock at the then prevailing market rate will be deemed earned and issuable as of the date of completion of the target contracts.
|
|
|
|
|
|
|
iii)
|
A further 500,000 shares of common stock at the prevailing market rate for any and all target contracts having a cumulative total capital investment of Cdn$5,000,000 or more upon completion of the target contracts. Such shares will be deemed earned and issuable upon the target contracts being completed.
|
The Company also agreed to pay AFSC a commission for any and all third party financing introduced to the Company by AFSC as follows:
|
|
i)
|
10% of the first Cdn$1,000,000, plus;
|
|
|
|
|
|
|
ii)
|
8% of the second Cdn$1,000,000, plus;
|
|
|
|
|
|
|
iii)
|
6% of the third Cdn$1,000,000, plus;
|
|
|
|
|
|
|
iv)
|
4% of the fourth Cdn$1,000,000, plus;
|
|
|
|
|
|
|
v)
|
2% of everything above Cdn$4,000,000.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
19.
|
Commitments and Contingencies (continued)
|
The agreement may be terminated by either party with 90 days written notice.
On September 26, 2014, pursuant to an addendum to the Services and Commission Agreement with AFSC, the Company issued 500,000 shares of common stock to AFSC as additional consideration for AFSC's performance of services rendered in identifying and introducing other business opportunities to the Company.
|
(e)
|
On September 14, 2014, the Company entered into an agreement with a company controlled by a director of the Company whereby the Company is to pay Cdn$5,500 per month, payable in semi-monthly installments, which is to be paid with shares of common stock of the Company until the Company has adequate funding. If the agreement is terminated by the Company without cause or as a result of a change in control, this Company will be entitled to termination pay of $66,000 per year of service rendered
|
|
|
|
|
(f)
|
On March 18, 2015, the Company entered into a management agreement with AFSC for services to be rendered as an officer and director of the Company. In consideration for the management services rendered, the Company agrees to pay AFSC the following fees and expenses:
|
|
|
i)
|
Upon execution of this agreement, the Company agrees to issue to AFSC 666,667 unrestricted common voting shares of the Company at the then prevailing market price and stock options as determined by the Board of Directors (refer to Note 16(f));
|
|
|
|
|
|
|
ii)
|
The Company agrees to pay to AFSC a monthly fee of $12,500, plus applicable taxes, in equal semi-monthly installmentswhich is to be paid with shares of common stock of the Company until the Company has adequate funding;
|
|
|
|
|
|
|
iii)
|
The Company agrees to pay AFSC for all reasonable and necessary travel and out of pocket expenses incurred in fulfilling its obligations under this agreement upon verification of all related receipts; and
|
|
|
|
|
|
|
iv)
|
The Company agrees to issue common stock and stock options to AFSC, at its discretion at such times and in such amounts as it determines from time to time. AFSC shall be entitled to participate in other incentive plans or employee incentive stock options. Such stock options are to be exercisable for a minimum period of five years from the date of grant, considered earned and fully vested at the time of issue regardless of whether AFSC exercises its right, and the Company shall have no right to cancel or rescind such stock options granted thereafter.
|
|
(g)
|
On April 2, 2015 and amended on December 15, 2015, the Company entered into a technology development and license agreement (the "License Agreement") with a consultant and a company with common directors. Pursuant to the License Agreement, in consideration of the license granted to the Company and the related company for the development of the EESD graphene-based supercapacitor, the Company is to pay a monthly laboratory operations funding fee of $10,000 and issue 3,000,000 shares of common stock to the consultant. The common stock issued were assigned to the related company.
|
|
|
|
|
(h)
|
On April 22, 2015, the Company entered into an agreement with a non-related party whereby the Company is to pay Cdn$12,500 per month for services rendered. At the successful conclusion of the probationary period of four months, the Company is to issue a bonus of 500,000 shares of common stock. As at March 31, 2016, the Company had $360,000 in common stock issuable to this consultant. Refer to Note 16(g).
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
19.
|
Commitments and Contingencies (continued)
|
|
(i)
|
On April 30, 2015, the Company filed a Notice of Claim with the Court of Queen's Bench of Alberta against Albert Klyne, Norma Klyne, 1804164 Alberta Inc., and Margaret Ward (collectively, "Klyne et al"). The Company seeks rescission of the share purchase agreement to acquire 100% of the shares of 1454004 Alberta Ltd. (the "Agreement") or damages in the amount of Cdn$10,000,000 due to fraudulent misrepresentations made by Klyne et al. On July 24, 2015, the Court of Queen's Bench of Alberta issued an order to prevent Klyne et al from transferring, encumbering, pledging or in any way alienating the common shares of the Company received under the Agreement. On September 4, 2015, the Company received a Statement of Defense from Klyne et al. which stated that pursuant to the Agreement, any dispute will be resolved by arbitration and the facts set forth in the Statement of Claim were denied. As the Company did not take the dispute to arbitration, Klyne et al is seeking dismissal of the action due to substantial breaches of the terms of the Agreement by the Company. On September 4, 2015, the Company received a Notice of Counterclaim from Klyne et al. The Company is being sued for not taking the dispute to arbitration in accordance with the Agreement and Klyne et al is seeking the delivery of the common shares to be provided pursuant to the Agreement.
|
|
|
|
|
(j)
|
On October 21, 2015, the Company entered into an agreement with a consultant for services to be rendered for a term of one year with automatic six months renewal terms unless terminated in writing by either party. In consideration for the services rendered or introductions made to financing sources by the consultant ("Financing Transaction"), the consultant shall be entitled to receive a success fee equal to 10% of the Company's proceeds from the Financing Transaction once the Financing Transaction is closed. Payment of the success fee shall be made concurrently with the first payment on the Financing Transaction and shall be based upon the total proceeds paid directly or indirectly or for the benefit of the Company by or for the financing source as a result of the transaction. If the Company is acquired or a deal is closed by reverse merger, the consultant shall be entitled to receive a success fee equal to 8% of the value of the merger. The Company shall pay the success fee from the proceeds due to it. All monies have to be realized and received by the Company prior to the payment of the success fee.
|
|
|
|
|
(k)
|
On November 9, 2015, the Company entered into an agreement with a non-related party whereby the Company is to pay Cdn$10,000 per month for services rendered and issue a signing bonus of 500,000 shares of common stock upon execution. The Company also agreed to pay two months compensation for work previous to the signing of the agreement. Refer to Note 16(b).
|
|
|
|
|
(l)
|
On November 20, 2015, the Company received an Amended Notice of Civil Claim from Shaw Production Way Holdings Inc. (formerly known as Shawood Lumber Inc.) ("Shaw"). Shaw asserts that in August 2014, the Company and Shaw entered into an agreement pursuant to which Shaw would transfer its security interest in Stealth Ventures Inc. ("Stealth") secured note (the "Secured Note") to the Company, but would retain possession of the Secured Note until such time as the preferred shares are converted into free trading common shares of the Company at $0.30 per share or Shaw receives cash from Stealth. In September 2015, Shaw tendered to convert the preferred shares of the Company into common shares of the Company, which were not received. Shaw sought relief for damages for the Company's breach of the agreement and an order for the Company to deliver the common shares or damages of approximately $1,000,000 plus interest and costs. On January 29, 2016, the Company has filed an Amended Response to the Civil Claim. Management of the Company asserts that pursuant to a written contract dated August 14, 2014, the Company would authorize the issuance of $900,000 worth of preferred shares, convertible into common stock at $0.30 per share, in exchange for transfer of the Secured Note. The Company, jointly with Shaw, would continue to hold as security a charge on the assets of Stealth until either the conversion of the preferred shares to common shares or redemption of the note on or before July 31, 2015. Management asserts that Shaw did not transfer the debenture to the Company as required under the agreement.
|
|
|
|
|
(m)
|
On November 29, 2015 but effective November 25, 2015, the Company entered into a services and commission agreement with a consultant for services to be rendered. In consideration for the services rendered to introduce and assist the Company to enter in agreements with various interested stakeholders for the development of certain business opportunities (the "Target Contracts"), the Company agrees to pay total commission in cash equal to 10% of the amount of the total final Target Contract(s) for the proposed project(s) undertaken by the interested stakeholders. If the full amount of the Target Contract(s) is not paid all at once, pro-rated commissions using a ratio of the amount advanced over the amount of the total contract value shall be paid within three days of the Company receiving the funds for said project(s). The agreement may be terminated by either party with 90 days written notice.
|
|
|
|
|
In
|
the event of circumvention, either directly or indirectly, the Company agrees to pay a monetary penalty equal to the remuneration the consultant was entitled to under this agreement, plus all legal expenses incurred in the recovery of such remuneration plus interest equivalent to 1.5% compounded monthly for all outstanding amounts owing. The consultant shall be entitled to its remuneration regardless of circumvention as if circumvention had not occurred.
|
|
|
|
|
(n)
|
On December 10, 2015, the Company received a notice of claim from Russel Matichuk for unpaid services in the amount of Cdn$99,750, damages of Cdn$25,500 for wrongful termination, pre-judgment interest, and costs. The claim is for supposed unpaid and owed salary and severance from the CleanGen group of companies. The Company has filed a response to the claim that there is no record of him being an employee and that if his claim is true, his amounts owing were never disclosed to the Company and will be added to the ongoing litigation against Albert and Norma Klyne for misrepresentation and lack of disclosure during the acquisition of CleanGen Inc. by the Company.
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
20.
|
Segmented Information
|
The Company has three reportable segments: (i) recycling services, (ii)
services rig and software revenue
, and (iii) transportation services. The Company allocates resources to and assess the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information.
The "Corporate and other" category includes income, expenses and charges such as:
|
·
|
results of operations of various initiatives which support all of the Company's reportable segments;
|
|
·
|
corporate management costs, such as human resources, finance and legal, not allocated to the Company's reportable segments; and
|
|
·
|
stock-based compensation.
|
The following table summarizes the financial performance of the Company's reportable segments:
|
|
2016
$
|
|
|
2015
$
|
|
|
|
|
|
|
|
|
Recycling services
|
|
|
15,817
|
|
|
|
666,428
|
|
Services rig and software revenue
|
|
|
4,558
|
|
|
|
47,105
|
|
Transportation services
|
|
|
573,684
|
|
|
|
591,275
|
|
Elimination of inter-segment net revenue
|
|
|
(14,292
|
)
|
|
|
(18,739
|
)
|
|
|
|
|
|
|
|
|
|
Total consolidated net revenue
|
|
|
579,767
|
|
|
|
1,286,069
|
|
SUNVAULT ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
March 31, 2016
(Expressed in U.S. dollars)
(unaudited)
20.
|
Segmented Information (continued)
|
The following table provides a reconciliation to the Company's consolidated operating results:
|
|
2016
$
|
|
|
2015
$
|
|
|
|
|
|
|
|
|
Recycling services
|
|
|
(243,634
|
)
|
|
|
(422,106
|
)
|
Services rig and software revenue
|
|
|
(17,543
|
)
|
|
|
7,215
|
|
Transportation services
|
|
|
88,082
|
|
|
|
34,275
|
|
Corporate and other
|
|
|
(267,175
|
)
|
|
|
(815,132
|
)
|
|
|
|
|
|
|
|
|
|
Total consolidated operating loss
|
|
|
(440,270
|
)
|
|
|
(1,195,748
|
)
|
Segmentation by geographical location is not presented as
all revenues are earned in Canada and all long-lived assets are located in Canada.
Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company.
|
(a)
|
Subsequent to March 31, 2016, the Company advanced $50,000 and Cdn$49,000 to a company with common officers and directors. The amounts advanced are unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(b)
|
On April 5, 2016, the Company entered into loan agreements with several investors in the total amounts of $50,000 and Cdn$10,500. The loans payable bear interest at 8.5% per annum, are unsecured, and are due on April 5, 2017.
|
|
|
|
|
(c)
|
On April 8, 2016, the Company received proceeds in the amounts of Cdn$157,000 pursuant to a loan agreement with an investor. The loan payable bears interest at 8.5% per annum, is unsecured, and is due on April 8, 2017.
|
|
|
|
|
(d)
|
On April 11, 2016, the Company and its subsidiary, CleanGen Inc., entered into a share transfer agreement with a company controlled by common officers and directors. Pursuant to the share transfer agreement, the Company agreed to sell its 69.6% interest in CleanGen Inc. for consideration of Cdn$1.
|
|
|
|
|
(e)
|
On April 13, 2016, the Company received a loan repayment of $66,080 from a company controlled by an individual who has a significant influence in the Company's operations.
|
|
|
|
|
(f)
|
On April 20, 2016, the Company advanced proceeds of Cdn$80,000 to a company with common directors. The amount is unsecured, non-interest bearing, and due on demand.
|
|
|
|
|
(g)
|
On May 4, 2016, the Company received a loan repayment of $119,185 from a company with common directors.
|
Item 2. Financial Information – Management's Discussion and Analysis
The following discussion should be read in conjunction with the unaudited consolidated financial statements and the related notes for Sunvault Energy, Inc. ("Sunvault") for the quarter ended March 31, 2016 that appear elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Form 10-Q, particularly in the section entitled "Risk Factors" beginning on page 31.
Our Business Developments
On March 29, 2016, Sunvault and Edison Power Company ("Edison") entered into an agreement which revises the Finder's Fee Agreement dated December 14, 2015 (the "Finder's Agreement") pursuant to which Sunvault had issued to Edison 25,000,000 common shares in consideration of certain finder's services. And whereas, Edison and Sunvault (individually and collectively the "Parties"), have deemed it to be in their mutual best interest to rescind the Finder's Agreement for the purposes of facilitating the licensing of certain technology and intellectual property by Edison to Sunvault in exchange for the 25,000,000 common shares issued.
On April 5, 2016 the board of directors of Sunvault ratified that:
|
1.
|
The March 29, 2016 Agreement and corresponding rescission of the Finder's Fee Agreement dated December 14, 2015 are hereby ratified and approved;
|
|
|
|
|
2.
|
The issuance of 25,000,000 common shares of the Company to Edison Power Company on December 15, 2015 in consideration of the March 29, 2016 Agreement is hereby ratified and approved;
|
|
|
|
|
3.
|
The December 15, 2015 Agreement is hereby ratified and approved;
|
|
|
|
|
4.
|
The issuance of 3,000,000 Common Shares of the Company to Edison Power Company on December 15, 2015 in consideration of the Technology Development and License Agreement dated April 2, 2015, as amended by the December 15, 2015 Agreement, be and is hereby ratified and approved. The issuance of 500,000 common shares each to Robert Murray-Smith and Stephen Mills for joining as directors was also ratified.
|
On April 4, 2016, Sunvault Energy entered into a formal agreement
with Aboriginal Power Corp ("APC"). The
Right Of First Opportunity
agreement whereby
APC shall not offer to any person any new project without first offering to Sunvault the opportunity to do so. With respect to any new project that APC intends to offer to other parties, APC shall give to Sunvault a written notice of such intention together with sufficient details on the nature and the characteristics of the new project and the terms and conditions offered to Sunvault with respect to the right to participate in the New Project. On or before the expiry of a thirty (30) day delay from the date of receipt of APC's notice, Sunvault shall notify APC in writing of its acceptance of the terms and conditions offered by APC failing which it shall be deemed to have rejected APC's offer.
On April 11, 2016, the board of directors of Sunvault approved the sale of its 70% ownership in CleanGen Inc, including Clean Gen Power, Coole Immersive and CuttingEdge Tire Recycling to Aboriginal Power Corp. The sale was completed at a nominal amount recognizing the work required to turn those business units into operationally sound profit producing entities. The agreement for the sale was completed the same business day.
On April 12, 2016, Aboriginal Power Corp pledged the share of stock, described as 25 Class A Common voting shares of stock of Slatchinum Development Corporation represented and approximately 1MW of Solar panels recently acquired by APC through the recent purchase of CleanGen Inc. as collateral security to secure the payment of the debt owing to Sunvault.
Results of Operations for the Quarters Ended March 31, 2016 and 2015
Our operating results for the quarters ended March 31, 2016 and 2015 are summarized as follows:
For the three months ended March 31, 2016, Sunvault incurred a net loss of $613,368 compared to a net loss of $1,463,477 in the three months ended March 31, 2015. The improved results for the quarter ended March 31, 2016 is mainly attributable to reduced loss generating activities in the tire re-cycling division.
|
|
Three months
ended
March 31,
2016
|
|
|
Three months
ended
March 31,
2015
|
|
|
|
$
|
|
|
$
|
|
Total revenues
|
|
|
579,767
|
|
|
|
1,286,069
|
|
Direct costs
|
|
|
(558,250
|
)
|
|
|
(1,277,090
|
)
|
Operating expense
|
|
|
(461,787
|
)
|
|
|
(1,204,727
|
)
|
Other expenses
|
|
|
(173,098
|
)
|
|
|
(267,729
|
)
|
Net loss
|
|
|
(613,368
|
)
|
|
|
(1,463,477
|
)
|
Net loss attributable to non-controlling interest
|
|
|
95,201
|
|
|
|
135,688
|
|
Net loss attributable to the Company
|
|
|
(518,167
|
)
|
|
|
(1,327,789
|
)
|
Liquidity and Financial Condition
Working Capital
|
|
March 31,
2016
|
|
|
December 31, 2015
|
|
|
|
$
|
|
|
$
|
|
Current Assets
|
|
|
1,328,053
|
|
|
|
1,224,606
|
|
Current Liabilities
|
|
|
7,450,723
|
|
|
|
6,389,272
|
|
Working Capital (Deficit)
|
|
|
(6,122,670
|
)
|
|
|
(5,164,666
|
)
|
As of March 31, 2016, Sunvault had current assets of $1,328,053 (consisting of cash, accounts receivable, inventory, prepaid expenses and deposits, and amounts due from related parties) and current liabilities of $7,450,723, resulting in a working capital deficit of $6,122,670 compared to a working capital deficit of $5,164,666 as of December 31, 2015.
Cash Flows
|
|
Three months
ended
March 31,
2016
|
|
|
Three months
ended
March 31,
2015
|
|
|
|
$
|
|
|
$
|
|
Net Cash Used in Operating Activities
|
|
|
(188,991
|
)
|
|
|
(289,789
|
)
|
Net Cash Used in Investing Activities
|
|
|
(69,297
|
)
|
|
|
(369,261
|
)
|
Net Cash Provided by Financing Activities
|
|
|
400,970
|
|
|
|
321,174
|
|
Effect of Exchange Rate Changes on Cash
|
|
|
(215,748
|
)
|
|
|
67,402
|
|
Decrease in Cash
|
|
|
(73,066
|
)
|
|
|
(270,474
|
)
|
Operating Activities
Net cash used in operating activities for the three months ended March 31, 2016 was $188,991, which includes net loss of $613,368 (before non-controlling interest attribution), compared to $289,789 of net cash used in operating activities for the three months ended March 31, 2015.
Investing Activities
During the three months ended March 31, 2016, Sunvault had net cash used in investing activities of $69,297, which includes $1,076 for the purchase of property and equipment, and $120,496 advanced to related parties, offset by $27,597 in proceeds received from the sale of property and equipment, and $24,678 in proceeds received from related parties. For the three months ended March 31, 2015, net cash used in investing activities was $369,261, which consisted of $8,039 for the purchase of property and equipment, and $400,222 advanced to related parties, offset by $39,000 in proceeds received from related parties.
Financing Activities
During the three months ended March 31, 2016, Sunvault had net cash provided by financing activities of $400,970 which includes $115,739 of proceeds from loans payable, $320,000 of proceeds from exercising warrants and $32,265 of proceeds from the line of credit, offset by repayments of capital lease obligations of $54,027, and $13,007 of deferred financing costs. For the three months ended March 31, 2015, net cash provided by financing activities was $321,174 consisting of proceeds of $536,327 from convertible debt, offset by $8,802 payment to the line of credit, $12,749 payment to related parties, repayment of long-term debt of $36,020, repayments of capital lease obligations of $114,262, and $43,320 of deferred financing costs.
Liquidity and Capital Resources Available to Us
As at March 31, 2016 and the date of this filing,
we do not have sufficient cash in our bank accounts to cover our current expenses and estimated future expenses. We intend to meet our cash requirements for the next 12 months through equity financing, if such equity financing becomes available to us. There is no assurance that we will be successful in obtaining any such affiliate loans or in completing any private placement financings to continue our current operations
.
We intend to meet our cash requirements for the next 12 months through equity financing, if such equity financing becomes available to us. There is no assurance that we will be successful in obtaining any such affiliate loans or in completing any private placement financings to continue our current operations.
We estimate that our expenses over the next 12 months will be approximately $4,750,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.
|
|
Expenses
|
|
Description
|
|
$
|
|
Legal and accounting fees
|
|
|
500,000
|
|
Product development
|
|
|
1,000,000
|
|
Marketing and advertising
|
|
|
200,000
|
|
Business development
|
|
|
500,000
|
|
Salaries and consulting fees
|
|
|
2,000,000
|
|
General and administrative
|
|
|
550,000
|
|
Total
|
|
|
4,750,000
|
|
We currently do not have any arrangements in place to receive loans or other financing from our president or any other officer or for the completion of any further private placement financings and there is no assurance that we will be successful obtaining any such affiliate loans or in completing any further private placement financings. There is also no assurance that our president will provide financing on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.
The Company has also entered into a real estate development project, but this project is self-funded through work equity partners in the project and has no debt. The Anaerobic projects will be funded through traditional bank funding.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Inflation
The effect of inflation on our revenues and operating results has not been significant.
Critical Accounting Policies
Our consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 2 of the notes to our consolidated financial statements for the year ended December 31, 2015. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of property and equipment, valuation of inventory, impairment of goodwill and licenses, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Goodwill
Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company's share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group.
The Company consists of a single reporting unit. The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit including goodwill is compared with its fair value. The estimated fair value is determined utilizing a market-based approach, based on the quoted market price of the Company's stock in an active market, adjusted by an appropriate control premium. When the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit is considered to be impaired and the second step is necessary.
In the second step of the goodwill impairment test, the implied fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the value of goodwill is determined in a business combination using the fair value of the reporting unit as if it were the acquisition price. When the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is presented as a separate line item in the consolidated statements of operations. Establishing an implied fair value of goodwill requires the Company to make estimates for key inputs into complex valuation models and to apply significant judgment in the selection of estimates, assumptions and methodologies required to complete the analysis. Areas of judgment include, but are not limited to, development of multi-year business cash flow forecasts, the selection of discount rates and the identification and valuation of unrecorded assets.
Impairment of Long-lived Assets
In accordance with ASC 360, "
Property, Plant, and Equipment
", the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Revenue Recognition
For tires qualifying under Alberta Recycling Management Authority ("ARMA") programs, tire collections revenue from ARMA is recognized when tires are picked up from clients. Revenue from ARMA for processing these tires is recognized when the tire shred is delivered to an approved location. Costs incurred to process these tires are recorded as inventory until delivery occurs.
For tires that do not qualify under ARMA programs ("non-program" tires), tire collections revenue is recognized when tires are received at the Company's premises and collectability is reasonable assured. Customers also pay a recycling fee for tires delivered to the Company's premises, which is recorded as deferred revenue. The Company recognizes the recycling fee revenue once the tires have been processed.
Revenue on sales of processed tires is recognized when a price is agreed, tire shred is delivered to customers, and collectability is reasonably assured.
The Company derives further revenue from wood recycling, equipment rentals, sand sales, tipping fees, service rig training, transportation, and software service. In accordance with ASC 605,
Revenue Recognition
, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured.
Management assesses the business environment, customers' financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonable assured. If collectability is not considered reasonably assured at the time of sale, the Company does not recognize revenue until collection occurs.
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation" and ASC 505, "Equity Based Payments to Non-Employees"
,
using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Recent Accounting Pronouncements
In 2014, the Financial Accounting Standards Board issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The core principal is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective beginning January 1, 2017 and can be applied either retrospectively for each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact and approach to adopting this accounting guidance on the consolidated financial statements.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.