This Prospectus Supplement No. 54 supplements
and amends our Prospectus dated July 11, 2008, as amended and supplemented. This Prospectus Supplement No. 54 includes our attached Form
6-K for the month of November, 2021 as filed with the Securities and Exchange Commission on November 19, 2021.
Any statement contained in the Prospectus and
any prospectus supplements filed prior to the date hereof shall be deemed to be modified or superseded to the extent that information
in this Prospectus Supplement No. 54 modifies or supersedes such statement. Any statement that is modified or superseded shall not be
deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement No. 54.
This Prospectus Supplement No. 54 should be
read in conjunction with the Prospectus, and any prospectus supplements filed prior to the date hereof.
The date of this Prospectus Supplement No. 54
is November 22, 2021.
EXECUTIVE
SUMMARY
Continuing
Operations:
The continuing
operations of the business are focused on research and do not generate revenue at the present time.
Net loss from
continuing operations for the six month period ended September 30, 2021 was $121,130 as compared to net loss of $148,058 for the six
month period ended September 30, 2020. The net loss from continuing operations improved due to curtailment of all non-essential expenses.
Net loss from
continuing operations for the three month period ended September 30, 2021 was $75,734 as compared to net loss of $40,586 for the three
month period ended September 30, 2020. The net loss from continuing operations worsened due to the provision of audit services performed
in quarter one of 2021 being performed in quarter two in 2022.
Discontinued
Operations:
In April
2020, ZIM sold all of its assets related to the database and software business with an effective date of April 1, 2020. The business
was sold for cash consideration of $120,000 Canadian dollars to be paid in five installments over 5 years. The fair market value of
these payments is estimated at $78,924 US dollars. ZIM recognized a net gain on the sale of these assets in the amount of $223,549.
This business has definable revenues and expenses and has been accounted for as a discontinued operations as per ASU
2014-08.
At December
31, 2020, ZIM ceased all operations related to the SMS messaging business due to low profit margins and uncertainty regarding the future
of the business. This business has definable revenues and expenses and has been accounted for as a discontinued operations as per ASU
2014-08. Revenue from discontinued operations for the fiscal year 2021 was $45,248 compared with revenue of $347,509 for fiscal year
2020. The decrease is attributable to the disposition of the database business in April of 2020 with an effective date of April 1, 2020
and the discontinuation of the Mobile business on December 31, 2020.
Revenue from
discontinued operations for the three and six month periods ended September 30, 2021 were $NIL and $NIL, compared with revenue of $14,196
and $25,735 for three and six month periods ended September 30, 2020. The decline is attributable to the discontinuation of the SMS business.
Net loss
from discontinued operations for the three and six month periods ended September 30, 2021 were $NIL and $NIL as compared to net gain
of $145,508 for period six month period ended September 30, 2020 and a net loss of $23,356 for the three month period ended
September 30, 2020. The gain in the six month period ended September 30, 2020 was due to the recognition of a net gain on the sale
of assets in the amount of $223,549 related to the database business and software business. The net gain was a combination of a loss
on the sale of $348,455 netted against a currency translation gain of $572,004.
BUSINESS
OVERVIEW
ZIM started
operations as a developer and provider of database software known as ZIM IDE software. ZIM IDE software is used by companies
in the design, development, and management of information databases and mission critical applications.
Beginning in
2002, the Company expanded its business strategy to include opportunities associated with mobile products. Prior to fiscal
year 2007, the Company focused on developing products and services for the wireless data network infrastructure known as “SMS”
or “text messaging”. Although SMS will continue to provide a minimal amount of revenue within the mobile segment
of operations, with the acquisition of AIS in 2006 the Company shifted its corporate focus to include offering mobile content directly
to end users.
In fiscal year
2020, ZIM continued to develop and sell enterprise database software to end users, as well as maintain its SMS messaging business.
In April 2020
the IDE software business and assets were sold to employees of the Company. In addition, due to low sales volumes, the SMS business was
discontinued on December 31, 2020.
Also, in 2018,
NuvoBio Corporation signed strategic partnerships and exclusive global licensing agreements with leading drug research institutes. The
company is currently funding research and development projects in the following areas:
|
New peptide-derived
inhibitors for therapeutic intervention against various cancer cell lines in the presence or absence of chemotherapeutics to characterize
the in vivo effects of promising inhibitors.
|
CRITICAL
ACCOUNTING ESTIMATES
We prepare our
condensed consolidated financial statements in accordance with United States GAAP, which requires management to make certain estimates
and apply judgments that affect reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent
assets and liabilities. We base our estimates and judgments on historical experience, current trends, and other factors that management
believes to be important at the time the condensed consolidated financial statements are prepared. On an ongoing basis, management reviews
our accounting policies and how they are applied and disclosed in our annual consolidated financial statements.
There have been
no material changes to our critical accounting estimates from those described in our Annual Report on Form 20-F for the fiscal year ended
March 31, 2021.
RESULTS OF
OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30,
2020
The following
discussion includes information derived from the unaudited and not reviewed condensed consolidated statements of operations for the three
month and six month periods ended September 30, 2021 and 2020. The information for the three months and six months ended September 30,
2021, in management's opinion, has been prepared on a basis consistent with the audited consolidated financial statements for the fiscal
year ended March 31, 2021, and includes all adjustments necessary for a fair presentation of the information presented.
These operating
results are not necessarily indicative of results for any future period. You should not rely on them to predict our future performance.
The company
does not generate any revenue from continuing operations.
All revenue
has been generated from discontinued operations.
REVENUES
|
|
Three months ended September 30, 2021
|
|
As a %
|
|
Three months ended September 30, 2020
|
|
As a %
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
Bulk SMS
|
|
|
—
|
|
|
|
100
|
%
|
|
|
14,196
|
|
|
|
100
|
%
|
|
|
|
—
|
|
|
|
100
|
%
|
|
|
14,196
|
|
|
|
100
|
%
|
|
|
Six months ended September 30, 2021
|
|
As a %
|
|
Six months ended September 30, 2020
|
|
As a %
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
Bulk SMS
|
|
|
—
|
|
|
|
100
|
%
|
|
|
25,735
|
|
|
|
100
|
%
|
|
|
|
—
|
|
|
|
100
|
%
|
|
|
25,735
|
|
|
|
100
|
%
|
Revenue from
discontinued operations for the three and six month periods ended September 30, 2021 were $NIL and $NIL, compared with revenue of $14,196
and $25,735 for three and six month periods ended September 30, 2020. The decline is attributable to the discontinuation of the SMS business.
EXPENSES
Operating
expenses – continuing operations
|
|
Three months ended
September 30, 2021
|
|
Three months ended
September 30, 2020
|
|
|
|
$
|
|
|
|
$
|
|
Selling, general and administrative
|
|
|
65,762
|
|
|
|
44,571
|
|
Research and development
|
|
|
9,921
|
|
|
|
5,623
|
|
|
|
|
75,683
|
|
|
|
50,194
|
|
|
|
Six months ended
September 30, 2021
|
|
Six months ended
September 30, 2020
|
|
|
|
$
|
|
|
|
$
|
|
Selling, general and administrative
|
|
|
101,020
|
|
|
|
137,019
|
|
Research and development
|
|
|
20,101
|
|
|
|
11,039
|
|
|
|
|
121,121
|
|
|
|
148,058
|
|
Total operating
expenses decreased in the first quarter fiscal year 2022 compared to the first quarter of fiscal year 2021 from $68,457 to $73,621 due
to curtailment of all non-essential expenses and the provision of audit services performed in 2020 being performed in a later period in
2021.
Total operating
expenses for the six month period ended September 30, 2021 was $121,121 as compared to total operating expenses of $148,058 for the six
month period ended September 30, 2020. Total operating expenses declined due to curtailment of all non-essential expenses.
Total operating
expenses for the three month period ended September 30, 2021 was $75,683 as compared to total operating expenses of $50,194 for the three
month period ended September 30, 2020. Total operating expenses increased due to the provision of audit services performed in quarter
one of 2021 being performed in quarter two in 2022.
Operating
expenses – discontinued operations
|
|
Three months ended
September 30, 2021
|
|
Three months ended
September 30, 2020
|
|
|
|
$
|
|
|
|
$
|
|
Selling, general and administrative
|
|
|
—
|
|
|
|
19,213
|
|
Research and development
|
|
|
—
|
|
|
|
914
|
|
|
|
|
—
|
|
|
|
20,127
|
|
|
|
Six months ended
September 30, 2021
|
|
Six months ended
September 30, 2020
|
|
|
|
$
|
|
|
|
$
|
|
Selling, general and administrative
|
|
|
—
|
|
|
|
76,288
|
|
Research and development
|
|
|
—
|
|
|
|
10,063
|
|
|
|
|
—
|
|
|
|
86,351
|
|
Total expenses
from discontinued operations decreased to $NIL in the three and six month periods ended September 30, 2021 as compared to $20,127 in
the three month period ended September 30, 2020 an $86,351 in the six month period ended September 30, 2020. The decline is due to the
elimination of all discontinued operations activities and expenses.
SELLING,
GENERAL AND ADMINISTRATIVE
Selling, general
and administrative expenses from continuing operations for the six month period ended September 30, 2021 was $101,020 as compared to
$137,019 for the six month period ended September 30, 2020. The decrease in expenses is due to curtailment of all non-essential expenses.
Selling, general
and administrative expenses from continuing operations for the three month period ended September 30, 2021 was $65,762 as compared to
$44,571 for the three month period ended September 30, 2020. The increase is due to the provision of audit services performed in quarter
one of 2021 being performed in quarter two in 2022.
NET INCOME
(LOSS)
Net loss from
continuing operations for the six month period ended September 30, 2021 was $121,130 as compared to net loss of $148,058 for the six
month period ended September 30, 2020. The net loss from continuing operations improved due to curtailment of all non-essential expenses.
Net loss from
continuing operations for the three month period ended September 30, 2021 was $75,734 as compared to net loss of $40,586 for the three
month period ended September 30, 2020. The net loss from continuing operations worsened due to the provision of audit services performed
in quarter one of 2021 being perform in quarter two in 2022.
Net loss
from discontinued operations for the three and six month periods ended September 30, 2021 were $NIL and $NIL as compared to net gain
of $145,508 for period six month period ended September 30, 2020 and a net loss of $23,356 for the three month period ended
September 30, 2020. The gain in the six month period ended September 30, 2020 was due to the recognition of a net gain on the sale
of assets in the amount of $223,549 related to the database business and software business. The net gain was a combination of a loss
on the sale of $348,455 netted against a currency translation gain of $572,004.
LIQUIDITY
AND CAPITAL RESOURCES
As at September
30, 2021, we had cash and cash equivalents of $185,549 and working capital of $178,562 as compared to cash of $327,336 and working capital
of $448,543 at September 30, 2020.
Cash flows for
the fiscal periods were as follows:
|
|
|
Six months ended September 30, 2021
|
|
|
|
Six months ended September 30, 20210
|
|
|
|
|
$
|
|
|
|
$
|
|
Cash flows provided by (used in) operating activities
|
|
|
(23,058
|
)
|
|
|
(275,550
|
)
|
Cash flows provided by (used in) investing activities
|
|
|
(2,435
|
)
|
|
|
—
|
|
Cash flows provided by financing activities
|
|
|
—
|
|
|
|
|
|
At September
30, 2021, the Company had access to an overdraft protection facility from its principal banker for approximately $40,342 (refer to Note
9 “Line of Credit” to consolidated financial statements), in addition to a cash and cash equivalent balance of $185,549, management
believes that these funds will be sufficient to fund existing operations for the next 12 months. However, there is no guarantee that
unanticipated circumstances will not require additional liquidity, and in any event, these funds alone may not allow for any additional
expenditures or growth.
Future
liquidity and cash requirements will depend on a wide range of factors, including the level of success the Company has in executing its
strategic plan as well as its ability to maintain business in existing operations and its ability to raise additional financing. If ZIM’s
expenses surpass the funds available or if ZIM requires additional expenditures to grow the business, the Company may be unable to obtain
the necessary funds and ZIM may have to curtail or suspend some or all of its business operations, which would likely have a material
adverse effect on its business relationships, financial results, financial condition and prospects, as well as on the ability of shareholders
to recover their investment.
OFF-BALANCE
SHEET ARRANGEMENTS
The Company
does not have any off-balance sheet arrangements.
SUBSEQUENT
EVENTS
None.
ITEM 3 –
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
FOREIGN EXCHANGE
RISK
Foreign exchange
risk as at September 30, 2021 consists of cash and receivables being in the Company’s functional currency of Canadian dollars while
reporting is in United States dollars.
Cash and cash
equivalents includes the following amounts in their source currency:
|
|
September 30, 2021
|
|
March 31,
2021
|
Canadian dollars
|
|
|
237,046
|
|
|
|
263,927
|
|
U.S. dollars
|
|
|
—
|
|
|
|
3,449
|
|
Accounts receivable
include the following amounts receivable in their source currency:
|
|
September 30, 2021
|
|
March 31,
2021
|
|
|
|
|
|
Canadian dollars
|
|
|
81,377
|
|
|
|
150,965
|
|
Accounts payable
include the following amounts payable in their source currency:
|
|
September 30,
2021
|
|
March 31,
2021
|
Canadian dollars
|
|
|
|
64,304
|
|
|
7,901
|
|
Accrued liabilities
and lease liabilities include the following accruals in their source currency:
|
|
September 30,
2021
|
|
March 31,
2021
|
Canadian dollars
|
|
|
|
23,143
|
|
|
29,642
|
|
The Company
does not use derivative financial instruments to reduce its foreign exchange risk exposure. The Company does not have any significant
assets of liabilities denominated in foreign currencies. All significant assets and liabilities are denominated in the Company’s
functional currency of Canadian dollars. and has no foreign exchange exposure.
CREDIT RISK
The Company
is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments. Credit exposure is minimized
by dealing with only creditworthy counterparties in accordance with established credit approval policies.
Concentration
of credit risk in accounts receivable is indicated below by the percentage of the total balance receivable from customers in the specified
geographic area:
|
|
September 30, 2021
|
|
March 31,
2021
|
Canada
|
|
|
100
|
%
|
|
|
100
|
%
|
North America, excluding Canada
|
|
|
—
|
%
|
|
|
—
|
%
|
South America
|
|
|
—
|
%
|
|
|
—
|
%
|
|
|
|
100
|
%
|
|
|
100
|
%
|
FAIR VALUE
The
carrying values of cash, accounts receivable, and accounts payable and accrued liabilities, which are carried at amortized costs, approximate
their fair values due to the relatively short periods to maturity of the instruments.
Investments
are fair valued in their source currency (Canadian dollars) based on objective evidence of fair value. The value is translated to the
reporting currency (U.S. dollars) at the exchange rate on June 30, 2021 and 2020.
KEY PERSONNEL
RISK
If we lose the
services of any key personnel, in particular Dr. Michael Cowpland, our President and Chief Executive Officer, and Mr. James Stechyson,
our Chairman, the loss could significantly impede the achievement of our research and development objectives and delay our product development
programs and commercialization of our product candidates. We do not currently have any key man life insurance policies.
ITEM 4 –
2021 ANNUAL GENERAL MEETING
The Annual Meeting
of Shareholders of ZIM Corporation (ZIM or the Company) was held at the offices of ZIM at 150 Isabella Street, Suite 150, Ottawa, Ontario,
Canada K1S 1V7, on Thursday, September 30, 2021, beginning at 10:00 a.m. At the meeting votes were taken with regard to the following
proposals:
|
1.
|
To
ratify the appointment of MNP LLP as the Company’s registered public accounting firm;
and
|
|
2.
|
To
transact such other business as may properly come before the meeting or any adjournment thereof.
|
Shareholders
of record at the close of business on August 19, 2021, were entitled to vote at the meeting. The notice of the meeting and the accompanying
management proxy circular were mailed to shareholders on or about August 31, 2021.
The duly appointed
Inspectors of Election reported and certified the results of ballots cast as:
PROPOSAL
1: Ratification of the appointment of MNP LLP as the Company’s registered public accounting firm for the fiscal year ending
March 31, 2022.
|
FOR
|
|
|
|
AGAINST
|
|
|
|
ABSTAIN
|
|
|
6,557,506
|
|
|
|
600
|
|
|
|
5
|
|
245,045 of the
votes cast were cast at the meeting.
No other business
was proposed or conducted at the meeting.