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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Intercept Energy Services Inc (CE) | USOTC:IESCF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0048 | 0.00 | 01:00:00 |
PART I
|
|
ITEM 1. Identity of Directors, Senior Management and Advisors
|
5 |
ITEM 2. Offer Statistics and Expected Timetable
|
5 |
ITEM 3. Key Information
|
5 |
ITEM 4. Information on the Company
|
8 |
ITEM 5. Operating and Financial Review and Prospects
|
10 |
ITEM 6. Directors, Senior Management and Employees
|
15 |
ITEM 7. Major Shareholders and Related Party Transactions
|
17 |
ITEM 8. Financial Information
|
18 |
ITEM 9. The Offer and Listing
|
18 |
ITEM 10. Additional Information
|
19 |
ITEM 11. Quantitative and Qualitative Disclosures about Market Risk
|
23 |
ITEM 12. Description of Securities other than Equity Securities
|
23 |
PART II
|
|
ITEM 13. Defaults, Dividend Arrearages and Delinquencies
|
23 |
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
|
23 |
ITEM 15. Controls and Procedures
|
23 |
ITEM 16. [Reserved]
|
24 |
ITEM 16A. Audit Committee Financial Expert
|
24 |
ITEM 16B. Code of Ethics
|
24 |
ITEM 16C. Principal Accountant Fees and Services
|
24 |
ITEM 16D. Exemptions from the Listings Standard for Audit Committees
|
24 |
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
25 |
ITEM 16F. Change in Registrants Certifying Accountant
|
25 |
ITEM 16G. Corporate Governance
|
25 |
PART III
|
|
ITEM 17. Financial Statements
|
26 |
ITEM 18. Financial Statements
|
26 |
ITEM 19. Exhibits
|
52 |
SIGNATURES
|
53 |
Years Ended December 31
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Total Revenues
|
$ | 518,733 | $ | - | $ | - | ||||||
Total Expenses
|
$ | 1,718,507 | $ | 541,446 | $ | 422,240 | ||||||
Other Items
|
$ | 528,267 | $ | 11,409 | $ | 200,104 | ||||||
Net Income (Loss) available to Common Shareholders
|
$ | (1,728,041 | ) | $ | (552,855 | ) | $ | (622,344 | ) | |||
Net Income (Loss) per share
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.05 | ) | |||
Diluted Net Income (Loss) per share
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.05 | ) | |||
Dividends Declared per share
|
- | $ | - | $ | - | |||||||
Total Assets
|
$ | 3,240,866 | $ | 1,118,873 | $ | 35,861 | ||||||
Total Liabilities
|
$ | (1,383,556 | ) | $ | (286,997 | ) | $ | (313,447 | ) | |||
Net Assets
|
$ | 1,857,310 | $ | 831,876 | $ | (277,586 | ) | |||||
Additional Paid in Capital
|
$ | 4,146,934 | $ | 4,075,087 | $ | 4,075,087 | ||||||
Accumulated Comprehensive Income
|
$ | 53,195 | $ | 53,195 | $ | 53,195 | ||||||
Common Shares Capital
|
$ | 10,659,919 | $ | 7,501,691 | $ | 6,325,974 | ||||||
Shares To Be Issued
|
$ | 10,000 | $ | 486,600 | $ | - | ||||||
Accumulated Deficit
|
$ | (13,012,738 | ) | $ | (11,284,697 | ) | $ | (10,731,842 | ) | |||
Total Shareholders Equity (Deficit)
|
$ | 1,857,310 | $ | 831,876 | $ | (277,586 | ) | |||||
Common Shares outstanding (1)
|
80,966,462 | 45,382,697 | 21,243,055 | |||||||||
Weighted Average – Diluted Shares
|
68,038,758 | 23,574,760 | 13,058,736 | |||||||||
Share Purchase Warrants (2)
|
40,388,663 | 15,398,333 | 15,398,333 |
1)
|
84,366,462 at April 30, 2013
|
2)
|
59,488,663 at April 30, 2013
|
Years Ended December 31 | ||||||||
2009
|
2008 | |||||||
Total Revenues
|
$
|
-
|
$
|
-
|
||||
Total Operating Expenses
|
$
|
930,892
|
$
|
2,171,689
|
||||
Income tax expense (recovery)
|
$
|
-
|
$
|
-
|
||||
Net Income (Loss) available to Common Shareholders
|
$
|
(930,892
|
)
|
$
|
(2,171,689
|
)
|
||
Net Income (Loss) per share
|
$
|
(0.17
|
)
|
$
|
(0.51
|
)
|
||
Diluted Net Income (Loss) per share
|
$
|
(0.17
|
)
|
$
|
(0.51
|
)
|
||
Dividends Declared per share
|
$
|
-
|
$
|
-
|
||||
Total Assets
|
$
|
28,602
|
$
|
173,822
|
||||
Total Liabilities
|
$
|
607,744
|
$
|
196,557
|
||||
Net Assets
|
$
|
(579,142
|
)
|
$
|
(22,735
|
)
|
||
Additional Paid in Capital
|
$
|
3,621,500
|
$
|
3,424,280
|
||||
Accumulated Comprehensive Income
|
$
|
53,195
|
$
|
53,195
|
||||
Common Shares Capital
|
$
|
5,855,661
|
$
|
5,678,396
|
||||
Shares To Be Issued
|
$
|
-
|
$
|
-
|
||||
Accumulated Deficit
|
$
|
(10,109,498
|
)
|
$
|
(9,178,606
|
)
|
||
Total Shareholders Equity (Deficit)
|
$
|
(579,142
|
)
|
$
|
(22,735
|
)
|
||
Common Shares outstanding
|
5,844,722
|
5,107,329
|
||||||
Weighted Average – Diluted Shares
|
5,607,680
|
4,232,869
|
||||||
Share Purchase Warrants
|
1,566,829
|
2,121,837
|
Previous Six Months
|
Apr/13
|
Mar/13
|
Feb/13
|
Jan/13
|
Dec/12
|
Nov/12
|
||||||||||||||||||
High Rate
|
1.0270
|
1.0314
|
1.0286
|
1.0078
|
0.9958
|
1.0029
|
||||||||||||||||||
Low Rate
|
1.0107
|
1.0155
|
0.9959
|
0.9839
|
0.9841
|
0.9927
|
Years Ended December 31
|
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||||||
Average rate during the period
|
0.9995
|
0.9858
|
1.0353
|
1.1373
|
1.0713
|
|
§
|
PowerMaster – a waste reduction technology
|
|
§
|
DryVac – an integrated waste de-watering and drying technology for commercial and industrial applications
|
|
§
|
Intercept Rentals – providing equipment to support the oil industry
|
·
|
2 Diesel Powered, Air over Hydraulic Driven
|
·
|
2 Diesel Powered, Electric over Hydraulic Driven
|
·
|
2 Diesel over Hydraulic Driven
|
§
|
Increase work efficiency
|
§
|
Decrease service costs (eliminating potential Fishing)
|
§
|
Reduce lost man-hours due to injury
|
§
|
Comply with all OHS rules and regulations
|
|
§
|
Intercept Rentals – providing equipment to support the oil industry
|
Years Ended December 31
|
||||||||
2012
|
2011
|
|||||||
Total Revenues
|
$
|
518,733
|
$
|
-
|
||||
Total Expenses
|
$
|
1,718,507
|
$
|
541,446
|
||||
Other Items
|
$
|
528,267
|
$
|
11,409
|
||||
Net Income (Loss) available to Common Shareholders
|
$
|
(1,728,041
|
)
|
$
|
(552,855
|
)
|
||
Net Income (Loss) per share
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
||
Diluted Net Income (Loss) per share
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
||
Dividends Declared per share
|
$
|
-
|
$
|
-
|
||||
Total Assets
|
$
|
3,240,866
|
$
|
1,118,873
|
||||
Total Liabilities
|
$
|
(1,383,556
|
)
|
$
|
(286,997
|
)
|
||
Net Assets
|
$
|
1,857,310
|
$
|
831,876
|
||||
Additional Paid in Capital
|
$
|
4,146,934
|
$
|
4,075,087
|
||||
Accumulated Comprehensive Income
|
$
|
53,195
|
$
|
53,195
|
||||
Common Shares Capital
|
$
|
10,659,919
|
$
|
7,501,691
|
||||
Shares To Be Issued
|
$
|
10,000
|
$
|
486,600
|
||||
Accumulated Deficit
|
$
|
(13,012,738
|
)
|
$
|
(11,284,697
|
)
|
||
Total Shareholders Equity (Deficit)
|
$
|
1,857,310
|
$
|
831,876
|
||||
Common Shares outstanding (1)
|
80,966,462
|
45,382,697
|
||||||
Weighted Average – Diluted Shares
|
68,038,758
|
23,574,760
|
||||||
Share Purchase Warrants (2)
|
40,388,663
|
15,398,333
|
Dec 31,
2012
|
Sep 30,
2012
|
Jun 30,
2012
|
Mar 31,
2012
|
Dec 31,
2011
|
Sep 30,
2011
|
Jun 30,
2011
|
Mar 31,
2
011
|
|||||||||||||||||||||||||
Net loss ($)
|
(653,068 | ) | (469,049 | ) | (381,317 | ) | (224,607 | ) | (287,032 | ) | (116,195 | ) | (82,993 | ) | (66,635 | ) | ||||||||||||||||
Basic and diluted
loss per share ($)
|
(0.01 | ) | (0.01 | ) | (0.01 | ) |
nil
|
(0.01 | ) | (0.01 | ) |
nil
|
nil
|
i)
|
Consolidated Financial Statements
|
ii)
|
Joint Arrangements
|
iii)
|
Disclosure of Interests in Other Entities
|
iv)
|
Separate Financial Statements
|
v)
|
Investments in Associates and Joint Ventures
|
vi)
|
IFRS 13 Fair Value Measurement (“IFRS 13”)
|
vii)
|
IFRS 9 Financial Instruments (“IFRS 9”)
|
Name and Principal Position
|
Period Ended December 31
|
Salary
(C$)
|
Bonus
(C$)
|
Stock
Awards
(C$)
|
Option
Awards
(C$)
|
Non-Equity
Incentive
Plan
Compensation
(C$)
|
All Other Compensation
(C$)
|
Total
(C$)
|
|||||||||||||||||||||
Randy Hayward,
Director and Chief Executive Officer
|
2012
|
120,000 | - | - | - | - | - | 120,000 |
Years ended
|
||||||||
December 31,
2012
|
December 31,
2011
|
|||||||
Short-term employee benefits - management
|
$ | 120,000 | $ | 150,000 | ||||
Office rent
|
3,800 | 6,000 | ||||||
$ | 123,800 | $ | 156,000 |
December 31,
2012
|
December 31,
2011
|
|||||||
Officer of the Company
|
$ | 1,044 | $ | 3,963 |
Year Ended
|
High
|
Low
|
31-Dec-08
|
$2.10
|
$0.15
|
31-Dec-09
|
$0.90
|
$0.15
|
31-Dec-10
|
$0.30
|
$0.06
|
31-Dec-11
|
$0.19
|
$0.02
|
31-Dec-12
|
$0.04
|
$0.04
|
Quarter
Ended
|
High
|
Low
|
31-Mar-11
|
$0.10
|
$0.06
|
30-Jun-11
|
$0.085
|
$0.06
|
30-Sep-11
|
$0.065
|
$0.03
|
31-Dec-11
|
$0.19
|
$0.02
|
31-Mar-12
|
$0.13
|
$0.13
|
30-Jun-12
|
$0.10
|
$0.10
|
30-Sep-12
|
$0.05
|
$0.05
|
31-Dec-12
|
$0.04
|
$0.04
|
Month Ended
|
High
|
Low
|
30-Nov-12
|
$0.05
|
$0.05
|
31-Dec-12
|
$0.04
|
$0.04
|
31-Jan-13
|
$0.05
|
$0.05
|
28-Feb-13
|
$0.08
|
$0.08
|
31-Mar-13
|
$0.07
|
$0.07
|
30-Apr-13
|
$0.10
|
$0.09
|
|
an acquisition of common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;
|
|
·
|
an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and
|
|
·
|
an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of common shares, remained unchanged.
|
(i)
|
aggregate gross assets in Canada that exceed $400,000,000 in value, as shown on their audited financial statements for the most recently completed fiscal year (which must be within the last fifteen (15) months); or
|
|
(ii)
|
aggregate gross revenue from sales in, from or into Canada that exceed $400,000,000 for the most recently completed fiscal year shown on the said financial statements; and
|
|
(iii)
|
the party being acquired or corporations controlled by that party must have gross assets in Canada, or gross revenues from sales in or from Canada, exceeding $35,000,000 as shown on the said financial statements. Acquisition of shares carrying up to 20% of the votes of a publicly-traded corporation, or 35% of the votes in a private corporation, will not be subject to pre-notification, regardless of the above thresholds. However, exceeding the 20% or the 35% threshold, and again exceeding the 50% threshold, gives rise to an obligation of notification if the size threshold is met.
|
Financial Year Ending
|
Audit Fees
|
Audit Related Fees
|
Tax Fees
|
All Other Fees
|
2012
|
$25,000
|
Nil
|
$2,500
|
Nil
|
2011
|
$20,000
|
Nil
|
$2,500
|
Nil
|
Page
|
|
Independent Auditors’ Report
|
27 |
Consolidated Statements of Financial Position at December 31, 2012 and 2011
|
28 |
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2012 and 2011
|
29 |
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2012 and 2011
|
30 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011
|
31 |
Notes to Consolidated Financial Statements, December 31, 2012 and 2011
|
32 |
K. R. MARGETSON LTD . | Chartered Accountants |
Notes
|
December 31,
2012
|
December 31,
2011
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash
|
$ | 40,887 | $ | 680,972 | ||||||||
Trade and other receivables
|
5 | 250,229 | 96,763 | |||||||||
Prepaid expenses and deposits
|
169,620 | - | ||||||||||
Income taxes recoverable
|
1,292 | - | ||||||||||
Licenses
|
6 | - | 135,241 | |||||||||
Total current assets
|
462,028 | 912,976 | ||||||||||
Non-current assets
|
||||||||||||
Loans receivable
|
95,963 | - | ||||||||||
Licenses
|
6 | - | 205,897 | |||||||||
Equipment
|
7 | 1,353,410 | - | |||||||||
Goodwill
|
4 | 1,329,465 | - | |||||||||
Total non-current assets
|
2,778,838 | 205,897 | ||||||||||
TOTAL ASSETS
|
$ | 3,240,866 | $ | 1,118,873 | ||||||||
LIABILITIES
|
||||||||||||
Current liabilities
|
||||||||||||
Trade and other payables
|
8 | $ | 555,073 | $ | 129,323 | |||||||
Loans and borrowings
|
9 | 807,006 | 157,674 | |||||||||
Finance lease obligations
|
10 | 12,690 | - | |||||||||
Deferred gain on sale leaseback
|
7 | 1,070 | - | |||||||||
Total current liabilities
|
1,375,839 | 286,997 | ||||||||||
Non-current liabilities
|
||||||||||||
Loans and borrowings
|
9 | 7,717 | - | |||||||||
TOTAL LIABILIITES
|
1,383,556 | 286,997 | ||||||||||
EQUITY
|
||||||||||||
Share capital
|
11 | 10,659,919 | 7,501,691 | |||||||||
Contributed surplus
|
12 | 4,146,934 | 4,075,087 | |||||||||
Subscription advances
|
10,000 | 486,600 | ||||||||||
Deficit
|
(13,012,738 | ) | (11,284,697 | ) | ||||||||
Accumulated other comprehensive income
|
53,195 | 53,195 | ||||||||||
TOTAL EQUITY
|
1,857,310 | 831,876 | ||||||||||
TOTAL LIABILITIES AND EQUITY
|
$ | 3,240,866 | $ | 1,118,873 |
On behalf of the Board:
|
|||
“Randy Hayward”
|
Director
|
“Greg Pendura”
|
Director
|
Notes
|
Year ended
December 31, 2012
|
Year ended
December 31, 2011
|
||||||||||
REVENUE
|
||||||||||||
Distribution fees
|
$ | 100,000 | $ | - | ||||||||
Rental income
|
418,733 | - | ||||||||||
518,733 | - | |||||||||||
EXPENSES
|
||||||||||||
Amortization of licenses
|
- | 11,270 | ||||||||||
Consulting fees
|
148,668 | 158,286 | ||||||||||
Depreciation
|
167,957 | - | ||||||||||
Equipment rental
|
48,821 | - | ||||||||||
Management fees
|
14 | 120,000 | 150,000 | |||||||||
Marketing and conferences
|
113,057 | 3,011 | ||||||||||
Occupancy costs
|
14 | 28,939 | 19,376 | |||||||||
Office and sundry
|
102,388 | 14,855 | ||||||||||
Professional fees
|
183,753 | 76,554 | ||||||||||
Royalties
|
50,293 | - | ||||||||||
Salaries and wages
|
463,618 | - | ||||||||||
Share-based payments
|
3,726 | - | ||||||||||
Transfer agent and filing fees
|
49,043 | 32,737 | ||||||||||
Transportation charges
|
78,077 | - | ||||||||||
Travel
|
160,167 | 13,388 | ||||||||||
Waste removal
|
- | 62,625 | ||||||||||
1,718,507 | 542,102 | |||||||||||
Loss before other items
|
(1,199,774 | ) | (542,102 | ) | ||||||||
OTHER ITEMS
|
||||||||||||
Interest income
|
1,206 | 900 | ||||||||||
Amortization of deferred gain on sale leaseback
|
5,352 | - | ||||||||||
Interest expense
|
(41,017 | ) | (11,653 | ) | ||||||||
Impairment of licenses
|
(493,808 | ) | - | |||||||||
(528,267 | ) | (10,753 | ) | |||||||||
Total comprehensive loss for the year
|
$ | (1,728,041 | ) | $ | (552,855 | ) | ||||||
Basic and diluted loss per common share
|
13 | $ | (0.03 | ) | $ | (0.02 | ) | |||||
Weighted average number of common shares outstanding
|
68,038,758 | 23,574,760 |
Share Capital
|
||||||||||||||||||||||||||||
Number of
shares
|
Amount
|
Contributed surplus
|
Subscription advances
|
Deficit
|
Accumulated
other
comprehensive income
|
Total
|
||||||||||||||||||||||
Balance at December 31, 2010
|
21,243,055 | $ | 6,325,974 | $ | 4,075,087 | $ | - | $ | (10,731,842 | ) | $ | 53,195 | $ | (277,586 | ) | |||||||||||||
Private placements
|
20,000,000 | 1,000,000 | - | - | - | - | 1,000,000 | |||||||||||||||||||||
Share issue costs
|
- | (57,138 | ) | - | - | - | - | (57,138 | ) | |||||||||||||||||||
Debt settlement
|
4,139,644 | 232,855 | - | - | - | - | 232,855 | |||||||||||||||||||||
Subscription advances
|
- | - | - | 486,600 | - | - | 486,600 | |||||||||||||||||||||
Share issuance adjustment
|
(2 | ) | - | - | - | - | - | - | ||||||||||||||||||||
Loss for the year
|
- | - | - | - | (552,855 | ) | - | (552,855 | ) | |||||||||||||||||||
Balance at December 31, 2011
|
45,382,697 | 7,501,691 | 4,075,087 | 486,600 | (11,284,697 | ) | 53,195 | 831,876 | ||||||||||||||||||||
Private placements
|
23,583,765 | 1,704,939 | - | (486,600 | ) | - | - | 1,218,339 | ||||||||||||||||||||
Share issue costs
|
- | (166,711 | ) | 68,121 | - | - | - | (98,590 | ) | |||||||||||||||||||
Issuance for Intercept Rentals (note 4)
|
12,000,000 | 1,620,000 | - | - | - | - | 1,620,000 | |||||||||||||||||||||
Share-based payments
|
- | - | 3,726 | - | - | - | 3,726 | |||||||||||||||||||||
Subscription advances
|
- | - | - | 10,000 | - | - | 10,000 | |||||||||||||||||||||
Loss for the year
|
- | - | - | - | (1,728,041 | ) | - | (1,728,041 | ) | |||||||||||||||||||
Balance at December 31, 2012
|
80,966,462 | $ | 10,659,919 | $ | 4,146,934 | $ | 10,000 | $ | (13,012,738 | ) | $ | 53,195 | $ | 1,857,310 |
Year ended
December 31, 2012
|
Year ended
December 31, 2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Loss for the year
|
$ | (1,728,041 | ) | $ | (552,855 | ) | ||
Items not affecting cash:
|
||||||||
Amortization of deferred gain on sale leaseback
|
(5,352 | ) | - | |||||
Amortization of licenses
|
- | 11,270 | ||||||
Depreciation
|
167,957 | - - | ||||||
Impairment of licenses
|
493,808 | - | ||||||
Interest expense
|
8,500 | 9,174 | ||||||
Interest income
|
(900 | ) | (900 | ) | ||||
Management fees
|
- | 115,000 | ||||||
Share-based payments
|
3,726 | - - | ||||||
Changes in non-cash working capital items:
|
||||||||
Trade and other receivables
|
(90,009 | ) | (63,599 | ) | ||||
Prepaid expenses and deposits
|
(23,712 | ) | - - | |||||
Trade and other payables
|
23,944 | 135,336 | ||||||
(1,150,079 | ) | (346,574 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Cash received on acquisition of Intercept Rentals
|
21,734 | - - | ||||||
Loans receivable
|
23,412 | - | ||||||
Acquisition of licenses
|
(152,670 | ) | (352,408 | ) | ||||
Acquisition of equipment
|
(999,526 | ) | - | |||||
(1,107,050 | ) | (352,408 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from issuance of shares
|
1,218,339 | 1,000,000 | ||||||
Share issue costs
|
(98,590 | ) | (57,138 | ) | ||||
Subscription advances received
|
10,000 | 486,600 | ||||||
Due to related party
|
- | (65,605 | ) | |||||
Loans and borrowings
|
648,547 | 12,500 | ||||||
Finance lease obligations
|
(161,252 | ) | - | |||||
1,617,044 | 1,376,357 | |||||||
Change in cash for the year
|
(640,085 | ) | 677,375 | |||||
Cash, beginning of year
|
680,972 | 3,597 | ||||||
Cash, end of year
|
$ | 40,887 | $ | 680,972 |
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
Cash
|
$ | 21,734 | ||
Trade and other receivables
|
62,557 | |||
Prepaid expenses and deposits
|
145,908 | |||
Income taxes recoverable
|
1,291 | |||
Loans receivable
|
119,375 | |||
Equipment
|
521,841 | |||
Trade and other payables
|
(401,807 | ) | ||
Finance lease obligations
|
(173,942 | ) | ||
Deferred gain on sale leaseback
|
(6,422 | ) | ||
Total net identifiable assets
|
$ | 290,535 |
Total consideration transferred
|
$ | 1,620,000 | ||
Less: value of identifiable assets
|
(290,535 | ) | ||
Goodwill
|
$ | 1,329,465 |
December 31,
2012
|
December 31,
2011
|
|||||||
Trade receivables
|
$ | 215,244 | $ | - | ||||
Sales tax receivable
|
16,730 | 79,408 | ||||||
Loan receivable
|
18,255 | 17,355 | ||||||
Total
|
$ | 250,229 | $ | 96,763 |
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
December 31, 2012
|
Cost
|
Accumulated
Amortization
|
Impairment
|
Net Book
Value
|
Current
Portion
|
Long-term
Portion
|
||||||||||||||||||
PowerMaster
|
$ | 102,408 | $ | 853 | $ | 101,555 | $ | - | $ | - | $ | - | ||||||||||||
DryVac
|
402,670 | 10,417 | 392,253 | - | - | - | ||||||||||||||||||
Total
|
$ | 505,078 | $ | 11,270 | $ | 493,808 | $ | - | $ | - | $ | - |
December 31, 2011
|
Cost
|
Accumulated
Amortization
|
Impairment
|
Net Book Value
|
Current Portion
|
Long-term Portion
|
||||||||||||||||||
PowerMaster
|
$ | 102,408 | $ | 853 | $ | - | $ | 101,555 | $ | 10,241 | $ | 91,314 | ||||||||||||
DryVac
|
250,000 | 10,417 | - | 239,583 | 125,000 | 114,583 | ||||||||||||||||||
Total
|
$ | 352,408 | $ | 11,270 | $ | - | $ | 341,138 | $ | 135,241 | $ | 205,897 |
|
1)
|
On December 10, 2011, the Company signed a definitive Distribution/Dealer License Agreement with Inergy Plus Technologies Inc. (“Inergy Plus”). The agreement provides Global Green with the exclusive right to utilize Inergy Plus’ technologies for Canada including the right to license, sell, operate and provide warranty services. The primary technology is called the ReCyclone Advanced Gyroscopic Mill, also called the “PowerMaster.” The license to Global Green includes all current and future applications for the Power Master as registered with the United States Patent and Trademark office and all present and future intellectual property rights related to Inergy’s technologies during the 10 year term of the agreement.
|
|
2)
|
On December 23, 2011, the Company signed a Distribution Agreement with I-Des Inc. and DryVac Services Canada Inc. (“I-Des and DryVac”). The Distribution Agreement gives Global Green the exclusive right to exploit the technologies developed and owned by I-Des and DryVac for a period of 2 years for all of Canada, in return for a onetime payment in the amount of $250,000. The Distribution Agreement allows for renewal of the term for an additional two (2) years provided that 60 days notice is given by the Company and that it is not in default with any terms of the agreement, one of which states that Global Green will sell a minimum of four (4) DryVac units per year.
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
Computer
|
Rental Equipment
|
Vehicles
|
Leasehold
Improvements
|
Total
|
||||||||||||||||
Cost
|
||||||||||||||||||||
Balance, December 31, 2011
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
On acquisition of Intercept Rentals
|
592 | 489,616 | 31,633 | - | 521,841 | |||||||||||||||
Additions
|
1,796 | 849,818 | 146,424 | 1,488 | 999,526 | |||||||||||||||
Balance, December 31, 2012
|
$ | 2,388 | $ | 1,339,434 | $ | 178,057 | $ | 1,488 | $ | 1,521,367 | ||||||||||
Depreciation
|
||||||||||||||||||||
Balance, December 31, 2011
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Additions
|
349 | 142,816 | 24,560 | 232 | 167,957 | |||||||||||||||
Balance, December 31, 2012
|
$ | 349 | $ | 142,816 | $ | 24,560 | $ | 232 | $ | 167,957 | ||||||||||
Carrying amounts
|
||||||||||||||||||||
At December 31, 2011
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
At December 31, 2012
|
$ | 2,039 | $ | 1,196,618 | $ | 153,497 | $ | 1,256 | $ | 1,353,410 |
December 31,
2012
|
December 31,
2011
|
|||||||
Trade payables
|
$ | 444,384 | $ | 105,360 | ||||
Accrued liabilities
|
66,529 | 20,000 | ||||||
Other payables
|
43,116 | - | ||||||
Due to related party
|
1,044 | 3,963 | ||||||
Total
|
$ | 555,073 | $ | 129,323 |
December 31,
2012
|
December 31,
2011
|
|||||||
Automotive loan payable
|
$ | 18,003 | $ | - | ||||
Loans payable
|
754 | 13,174 | ||||||
Notes payable
|
642,966 | - | ||||||
Convertible debentures payable
|
153,000 | 144,500 | ||||||
814,723 | 157,674 | |||||||
Less: current portion
|
(807,006 | ) | (157,674 | ) | ||||
$ | 7,717 | $ | - |
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
Future minimum lease payments
2012
|
Interest
2012
|
Principal value of minimum lease payments
2012
|
||||||||||
Less than one year
|
$ | 13,005 | $ | 315 | $ | 12,690 | ||||||
Between one and five years
|
- | - | - | |||||||||
More than five years
|
- | - | - | |||||||||
$ | 13,005 | $ | 315 | $ | 12,690 |
|
1)
|
On February 8, 2012, the Company completed private placement financing of 13,143,765 units for gross proceeds of $1,182,939. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitled the holder to purchase one additional common share for a period of 18 months from the closing date at an exercise price of $0.18 per share.
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
|
2)
|
As described in Note 4, the Company acquired Intercept Rentals for a purchase price of $1,620,000, which was satisfied by the issuance of 12 million common shares of the Company with a fair value of $0.135 per share. As required by the purchase agreement, the Company’s common shares will be held in escrow pursuant to the terms of a voluntary share escrow agreement and released, as to 1/3 of such amount, on the 4, 8 and 12 month anniversaries of the closing date.
|
|
3)
|
On November 6, 2012, the Company completed a private placement financing of 5,440,000 units at a price of $0.05 per unit for gross proceeds of $272,000. Each unit consists of one share and one share purchase warrant, with each warrant exercisable to acquire an additional share for a period of 2 years from the closing date at a price of $0.15.
|
|
4)
|
On December 27, 2012, the Company completed a private placement financing of 5,000,000 units at a price of $0.05 per unit for gross proceeds of $250,000. Each unit consists of one share and one share purchase warrant, with each warrant exercisable to acquire an additional share for a period of 2 years from the closing date at a price of $0.15.
|
|
1)
|
On December 5, 2011, the Company completed a non-brokered private placement consisting of 20,000,000 common shares at a price of $0.05 per share for gross proceeds of $1,000,000. All securities issued in connection with the private placement are subject to a four-month hold period. Finders received aggregate fees in the amount of $57,138.
|
|
2)
|
On December 12, 2011, the Company settled outstanding indebtedness of $232,855 through the issuance of common shares at deemed prices of $0.05625 per common share. The outstanding debt is comprised of management fees and consulting fees. A total of 4,139,644 common shares were issued pursuant to the debt settlement.
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
Number of
Warrants
|
Weighted
Average
Exercise
Price
|
Expiry
Date
|
|||||||
Balance, December 31, 2011
|
15,398,333 | $ | 0.20 |
July 13, 2013
|
|||||
Issued on private placement
|
7,831,569 | 0.18 |
July24, 2014
|
||||||
Issued on private placement
|
6,018,761 | 0.18 |
August 8, 2014
|
||||||
Issued on private placement
|
1,480,000 | 0.15 |
September 20, 2014
|
||||||
Issued on private placement
|
4,210,000 | 0.15 |
November 6, 2014
|
||||||
Issued on private placement
|
3,250,000 | 0.15 |
December 14, 2014
|
||||||
Issued on private placement
|
2,200,000 | 0.15 |
December 27, 2014
|
||||||
Balance, December 31, 2012
|
40,388,663 | $ | 0.18 |
Expected life | 5 years |
Risk free interest rate | 1.04% |
Expected volatility | 165.36% |
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
Years ended
|
||||||||
December 31,
2012
|
December 31,
2011
|
|||||||
Short-term employee benefits - management
|
$ | 120,000 | $ | 150,000 | ||||
Office rent
|
3,800 | 6,000 | ||||||
$ | 123,800 | $ | 156,000 |
December 31,
2012
|
December 31,
2011
|
|||||||
Officer of the Company
|
$ | 1,044 | $ | 3,963 |
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
|
·
|
Credit risk
|
|
·
|
Liquidity risk
|
|
·
|
Market risk
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
|
a)
|
Interest
risk
|
|
The Company has cash balances and interest-bearing loans payable. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As of December 31, 2012, the Company did not have any investments in investment-grade short-term deposit certificates. The Company’s loans payable bear interest at fixed interest rates, and as such, the Company is not
exposed to interest rate risk on its loans payable.
|
|
b)
|
Foreign currency risk
|
|
The Company does not have any balances denominated in a foreign currency and believes it has no significant foreign currency risk.
|
|
c)
|
Price risk
|
|
The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
2012
|
2011
|
|||||||
Loss before income taxes
|
$ | (1,728,041 | ) | $ | (552,855 | ) | ||
Effective tax rate
|
25 | % | 26.5 | % | ||||
Income tax recovery at statutory rates
|
$ | (432,010 | ) | $ | (146,507 | ) | ||
Impact of permanent differences
|
116,523 | - | ||||||
Impact of future income tax rates applied versus current statutory rate
|
119,067 | 143,786 | ||||||
Change in unrecognized deductible temporary differences
|
43,327 | - | ||||||
Unrecognized benefits of non-capital losses
|
(72,830 | ) | - | |||||
Change in valuation allowance
|
225,923 | 2,721 | ||||||
Total income taxes
|
$ | - | $ | - |
2012
|
2011
|
|||||||
Deferred income tax assets:
|
||||||||
Non-capital loss carry forwards
|
$ | 2,050,141 | $ | 1,887,767 | ||||
Capital losses carry forward
|
154,629 | 163,907 | ||||||
Difference between tax value and book value of equipment
|
78,994 | 25,883 | ||||||
Share issuance costs
|
19,716 | - | ||||||
Valuation allowance
|
(2,303,480 | ) | (2,077,557 | ) | ||||
$ | - | $ | - |
Years Ended
|
||||||||
December 31,
2012
|
December 31,
2011
|
|||||||
Cash paid for income taxes
|
$ | - | $ | - | ||||
Cash paid for interest
|
$ | 22,607 | $ | 9,528 |
|
i)
|
the Company acquired all of the issued and outstanding shares of 1503826 Alberta Ltd., carrying on business as "Intercept Rentals", for a purchase price of $1,620,000, which was satisfied by the issuance of 12 million common shares of the Company with a fair value of $0.135 per share (note 4).
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
|
i)
|
the Company settled outstanding indebtedness of $232,855 through the issuance of common shares at a deemed prices of $0.05625 per common share. The outstanding debt is comprised of management fees and consulting fees. Of those amounts, $115,000 was expensed in 2011.
|
|
1)
|
On January 7, 2013, the Company granted 2,600,000 stock options at a price of $0.10 per common share to directors, officers and consultants of the Company. Each option grant will vest quarterly. As per the Company's Stock Option Plan, the options granted are exercisable until January 7, 2017.
|
|
2)
|
On February 15, 2013, the Company completed a non-brokered private placement for a total of 3,400,000 units representing gross proceeds of $170,000. Each unit consists of one share and one share purchase warrant, with each warrant exercisable to acquire an additional share until four months from the closing date. The warrants are subject to an accelerated expiry stating that if at any time, after the standard 4 month hold period, the closing price of the Company’s common shares on the TSX Venture Exchange exceeds $0.25 for any 10 consecutive trading days, the warrant holder will be given notice that the warrants will expire 31 days following the date of such notice.
|
|
3)
|
On February 28, 2013, the Company entered into an agreement with Inergy Plus Technologies Inc. (“IPT”) whereby the Company agreed to end and transfer its exclusive license agreement to use and market the PowerMaster technology and equipment it signed with IPT dated December 10, 2011.
|
|
4)
|
On March 28, 2013, the Company granted 200,000 options at a price of 0.10 per share to a consultant of the Company. The option grant will vest quarterly. As per the Company's Stock Option Plan, the options granted are exercisable until March 5, 2017.
|
|
5)
|
On April 17, 2013, the Company completed a private placement for the sale of convertible debentures for gross proceeds of $445,000. The debenture will bear interest at a rate of 12.00% per annum, payable semi-annually from the closing date and will also contain an override royalty of 2.00% per annum on the gross revenue earned by the new units, payable semi-annually from the closing date. The debentures will be convertible into common shares of the Company at a price of: $0.50 for the first twelve months; $1.00 for the second twelve months; and $1.50 after the first twenty-four months commencing on the closing date. A finder’s fee of $20,000 cash may be paid on receipt of TSX-V approval.
|
GLOBAL GREEN MATRIX CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
December 31, 2012
|
|
6)
|
On April 24, 2013, the Company announced a non-brokered private placement offering of up to 12,000,000 units of the Company (“Units”) at a price of $0.191667 per Unit for gross proceeds of up to $2.3 million. The Company will use the net proceeds of the offering to purchase, indirectly through its wholly-owned subsidiary, three new frac water heating units (“Heating Units”) and for general working capital purposes.
|
Number
|
|
12.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
12.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
13.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C section 1350
|
13.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C section 1350
|
15.1
|
Consent of accountants pursuant to Item 10.G
|
Global Green Matrix Corp.
(formerly Poly-Pacific International Inc.)
|
||||
By:
|
||||
Date
|
Name and Signature
|
Title
|
||
May 11, 2013
|
/s/Randy Hayward
|
|||
Randy Hayward
|
President
|
1 Year Intercept Energy Services (CE) Chart |
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