Share Name | Share Symbol | Market | Type |
---|---|---|---|
Parcelpal Logistics Inc (CE) | USOTC:PTNYF | 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% | 0.000001 | 0.00 | 01:00:00 |
Exhibit No.
|
Document
|
|
Interim financial statements report for the second quarter ended June 30, 2023
|
||
Interim Management Discussion and Analysis for the second quarter ended June 30, 2023
|
||
Form 52-109FV2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
|
||
99.4 | Form 52-109FV2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations) | |
99.5 | Press Release dated August 29, 2023 |
PARCELPAL LOGISTICS INC.
|
|||
Date: August 28, 2023
|
By:
|
/s/ RICH WHEELESS
|
|
Name:
|
Rich Wheeless
|
||
Title:
|
Chief Executive Officer
|
ParcelPal Logistics Inc.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - expressed in Canadian Dollars)
|
Notes
|
June 30,
2023
$
|
December 31,
2022
$
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash
|
219,900
|
76,661
|
||||||||||
Accounts receivable
|
4
|
240,407
|
237,506
|
|||||||||
Prepaid expenses
|
60,142
|
31,858
|
||||||||||
520,449
|
346,025
|
|||||||||||
Customer contract
|
3,6
|
3,139,131
|
3,707,137
|
|||||||||
Vehicles and Right-of-use assets
|
5
|
413,109
|
507,669
|
|||||||||
Total assets
|
4,072,689
|
4,560,831
|
||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||||||
Current liabilities
|
||||||||||||
Accounts payable and accrued liabilities
|
9
|
2,200,543
|
2,027,939
|
|||||||||
Purchase obligation
|
3
|
1,580,385
|
1,616,704
|
|||||||||
Convertible Note
|
13
|
1,465,913
|
1,536,139
|
|||||||||
Sales tax payable
|
754,463
|
682,200
|
||||||||||
Short-term loan payable
|
7
|
278,262
|
396,201
|
|||||||||
Lease obligations – current
|
12
|
-
|
58,012
|
|||||||||
6,279,566
|
6,317,195
|
|||||||||||
Lease obligations
|
12
|
-
|
10,320
|
|||||||||
Total liabilities
|
6,279,566
|
6,327,515
|
||||||||||
SHAREHOLDERS’ (DEFICIT) EQUITY
|
||||||||||||
Share capital
|
8
|
19,643,611
|
18,928,057
|
|||||||||
Contributed surplus
|
3,713,683
|
3,664,546
|
||||||||||
Accumulated other comprehensive income
|
70,795
|
197,980
|
||||||||||
Deficit
|
(25,634,966
|
)
|
(24,557,267
|
)
|
||||||||
Total shareholders’ (deficit) equity
|
(2,206,877
|
)
|
(1,766,684
|
)
|
||||||||
Total liabilities and shareholders’ (deficit) equity
|
4,072,689
|
4,560,831
|
/s/ Rich Wheeless
|
/s/ Robert Faissal
|
Rich Wheeless
|
Robert Faissal
|
Director
|
Director
|
ParcelPal Logistics Inc.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
Three months ended
June 30
|
Six months ended
June 30
|
|||||||||||||||||||
Notes
|
2023
$
|
2022
$
|
2023
$
|
2022
$
|
||||||||||||||||
SALES
|
2,919,785
|
2,505,663
|
5,884,828
|
5,179,336
|
||||||||||||||||
COST OF SALES
|
14
|
(2,134,924
|
)
|
(1,918,713
|
)
|
(4,742,048
|
) |
(4,179,832
|
)
|
|||||||||||
GROSS PROFIT
|
784,861
|
586,950
|
1,142,7780
|
999,504
|
||||||||||||||||
EXPENSES
|
||||||||||||||||||||
Amortization
|
7
|
247,209
|
631,119
|
493,476
|
631,119
|
|||||||||||||||
Consulting fees
|
46,334
|
167,688
|
107,400
|
207,463
|
||||||||||||||||
Foreign exchange
|
(89,252
|
)
|
100,479
|
(80,855
|
)
|
60,483
|
||||||||||||||
Marketing and promotion
|
-
|
117,497
|
63,158
|
124,436
|
||||||||||||||||
Management and director fees
|
9
|
161,997
|
321,849
|
376,353
|
448,695
|
|||||||||||||||
Office and miscellaneous
|
219,154
|
307,628
|
394,877
|
772,371
|
||||||||||||||||
Professional fees
|
152,762
|
116,553
|
244,845
|
149,793
|
||||||||||||||||
Regulatory and filing fees
|
49,187
|
29,374
|
120,193
|
45,633
|
||||||||||||||||
Salaries
|
9
|
317,834
|
355,620
|
655,566
|
651,286
|
|||||||||||||||
Share-based compensation
|
8
|
39,544
|
44,246
|
39,544
|
44,246
|
|||||||||||||||
Travel and accommodation
|
50,224
|
42,283
|
50,224
|
96,043
|
||||||||||||||||
(1,194,993
|
)
|
(2,234,336
|
)
|
(2,464,781
|
)
|
(3,231,568
|
)
|
|||||||||||||
Loss before other items
|
(410,132
|
)
|
(1,647,386
|
)
|
(1,322,001
|
)
|
(2,232,064
|
)
|
||||||||||||
Other expenses (gains):
|
||||||||||||||||||||
Other income
|
14
|
(336,925
|
)
|
-
|
(336,925
|
)
|
-
|
|||||||||||||
Debt Settlement
|
13
|
-
|
(207,521
|
)
|
-
|
(273,247
|
)
|
|||||||||||||
Derivative liability
|
13
|
-
|
-
|
-
|
(206,726
|
)
|
||||||||||||||
Interest expense
|
12,13
|
37,172
|
88,783
|
92,623
|
312,673
|
|||||||||||||||
Gain on disposal of asset
|
6
|
-
|
(90,000
|
)
|
(266,901
|
)
|
||||||||||||||
299,753
|
208,738
|
244,302
|
434,201
|
|||||||||||||||||
Net loss for the period
|
(110,379
|
)
|
(1,438,648
|
)
|
(1,077,699
|
)
|
(1,797,863
|
)
|
||||||||||||
Foreign currency translation adjustment
|
(107,171
|
)
|
169,866
|
(127,185
|
)
|
56,470
|
||||||||||||||
Comprehensive loss for the period
|
(217,550
|
)
|
(1,268,782
|
)
|
(1,204,884
|
)
|
(1,741,393
|
)
|
||||||||||||
Basic and diluted loss per share
|
(0.00
|
)
|
(0.01
|
)
|
(0.00
|
)
|
(0.01
|
)
|
||||||||||||
Weighted average number of shares outstanding – basic and diluted
|
230,932,295
|
177,604,924
|
216,775,020
|
171,743,973
|
ParcelPal Logistics Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
Number of shares
|
Amount
$
|
Contributed Surplus
$
|
Deficit
$
|
AOCI
$
|
Total
$
|
|||||||||||||||||||
Balance, December 31, 2021
|
156,338,733
|
17,622,777
|
3,620,300
|
(21,031,270
|
)
|
(4,202
|
)
|
207,605
|
||||||||||||||||
Shares issued pursuant to:
|
||||||||||||||||||||||||
Convertible note
|
25,312,500
|
1,000,813
|
-
|
-
|
-
|
1,000,813
|
||||||||||||||||||
In lieu of consulting fees
|
1,250,000
|
35,000
|
-
|
-
|
-
|
35,000
|
||||||||||||||||||
Acquisition of customer contract
|
13,473,358
|
269,467
|
-
|
-
|
-
|
269,467
|
||||||||||||||||||
Share-based compensation
|
-
|
-
|
44,246
|
-
|
-
|
44,246
|
||||||||||||||||||
Net and comprehensive loss for the period
|
-
|
-
|
-
|
(1,797,863
|
)
|
56,470
|
(1,741,393
|
)
|
||||||||||||||||
Balance, June 30, 2022
|
196,374,591
|
18,928,057
|
3,664,546
|
(22,829,133
|
)
|
52,268
|
(184,262
|
)
|
||||||||||||||||
Balance, December 31, 2022
|
196,374,591
|
18,928,057
|
3,664,546
|
(24,557,267
|
)
|
197,980
|
(1,766,684
|
)
|
||||||||||||||||
Shares issued pursuant to:
|
||||||||||||||||||||||||
Private placement
|
25,218,144
|
406,000
|
-
|
-
|
-
|
406,000
|
||||||||||||||||||
Issue costs
|
-
|
(9,853
|
)
|
-
|
-
|
-
|
(9,853
|
)
|
||||||||||||||||
Broker warrants
|
-
|
(9,593
|
)
|
9,593
|
-
|
-
|
-
|
|||||||||||||||||
Bonus shares
|
6,500,000
|
227,500
|
-
|
-
|
-
|
227,500
|
||||||||||||||||||
Consulting shares
|
2,900,000
|
101,500
|
-
|
-
|
-
|
101,500
|
||||||||||||||||||
Share-based compensation
|
-
|
-
|
39,544
|
-
|
-
|
39,544
|
||||||||||||||||||
Net and comprehensive loss for the period
|
-
|
-
|
-
|
(1,077,699
|
)
|
(127,185
|
)
|
(1,204,884
|
)
|
|||||||||||||||
Balance, June 30, 2023
|
230,992,735
|
19,643,611
|
3,713,683
|
(25,634,966
|
)
|
70,795
|
(2,206,877
|
)
|
ParcelPal Logistics Inc.
Condensed Interim Consolidated Statements of Cash Flows
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
2023
$
|
2022
$
|
|||||||
Operating activities
|
||||||||
Loss for the period
|
(1,077,699
|
)
|
(1,797,863
|
)
|
||||
Add non-cash items:
|
||||||||
Amortization
|
519,759
|
727,049
|
||||||
Share-based compensation
|
39,544
|
44,246
|
||||||
Accrued interest
|
-
|
312,506
|
||||||
Shares issued in lieu of fees
|
329,000
|
35,000
|
||||||
(Gain) / Loss on debt settlement
|
-
|
(273,247
|
)
|
|||||
Unrealized foreign exchange loss (gain)
|
(70,226
|
)
|
10,652
|
|||||
Fair value of derivative
|
-
|
(206,726
|
)
|
|||||
Gain on disposal of asset
|
-
|
(266,901
|
)
|
|||||
Changes in non-cash working capital items
|
||||||||
Sales tax payable
|
72,263
|
96,203
|
||||||
Prepaid expenses
|
(28,284
|
)
|
74,260
|
|||||
Accounts receivable
|
(2,901
|
)
|
(20,045
|
)
|
||||
Accounts payable and accrued liabilities
|
172,604
|
586,447
|
||||||
Net cash flows used in operating activities
|
(45,940
|
)
|
(678,419
|
)
|
||||
Investing activity
|
||||||||
Sale of vehicles
|
-
|
410,500
|
||||||
Purchase of vehicles
|
-
|
(37,150
|
)
|
|||||
Net cash flows provided (used) by investing activity
|
-
|
373,350
|
||||||
Financing activities
|
||||||||
Private placement
|
406,000
|
-
|
||||||
Issue costs
|
(9,853
|
)
|
-
|
|||||
Loan repayments
|
(103,110
|
)
|
-
|
|||||
Lease payments
|
(5,184
|
)
|
(117,935
|
)
|
||||
Net cash flows provided (used) by financing activities
|
287,853
|
(117,935
|
)
|
|||||
Foreign exchange on cash
|
(98,674
|
)
|
37,514
|
|||||
Change in cash during the period
|
143,239
|
(385,490
|
)
|
|||||
Cash – beginning of the period
|
76,661
|
551,961
|
||||||
Cash – end of the period
|
219,900
|
166,471
|
||||||
Supplemental cash flow information:
Income taxes paid
|
-
|
|||||||
Interest paid
|
75,729
|
23,231
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
1. |
NATURE OF OPERATIONS AND GOING CONCERN
|
2. |
BASIS OF PRESENTATION
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
3. |
ASSET ACQUISITION
|
Purchase price consideration
|
|
$ |
||
Consideration – cash
|
868,129
|
|||
Consideration – shares
|
269,467
|
|||
Fair value of consideration
|
1,137,596
|
|||
Vehicles
|
452,343
|
|||
Customer contract
|
685,253
|
|||
Total net assets acquired
|
1,137,596
|
4. |
ACCOUNTS RECEIVABLE
|
June 30, 2023
$
|
December 31, 2022
$
|
|||||||
Accounts receivable
|
240,407
|
237,506
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
5. |
VEHICLES AND RIGHT-OF-USE ASSETS
|
Vehicles
$
|
ROU Assets
$
|
Total
$
|
||||||||||
Cost
|
||||||||||||
Balance, December 31, 2021
|
198,745
|
839,699
|
1,038,444
|
|||||||||
Additions
|
452,323
|
-
|
452,323
|
|||||||||
Disposal
|
(198,745
|
)
|
(633,671
|
)
|
(832,416
|
)
|
||||||
Foreign exchange
|
23,097
|
-
|
23,097
|
|||||||||
Balance, December 31, 2022
|
475,420
|
206,028
|
681,448
|
|||||||||
Disposal
|
-
|
(206,028
|
)
|
(206,028
|
)
|
|||||||
Foreign exchange
|
(10,671
|
)
|
-
|
(10,671
|
)
|
|||||||
Balance, June 30, 2023
|
464,749
|
-
|
464,749
|
|||||||||
Accumulated amortization
|
||||||||||||
Balance, December 31, 2021
|
93,217
|
292,874
|
386,091
|
|||||||||
Amortization
|
25,817
|
158,253
|
184,070
|
|||||||||
Disposal
|
(93,217
|
)
|
(303,759
|
)
|
(396,976
|
)
|
||||||
Foreign exchange
|
594
|
-
|
594
|
|||||||||
Balance, December 31, 2022
|
26,411
|
147,368
|
173,779
|
|||||||||
Amortization
|
26,283
|
-
|
26,283
|
|||||||||
Disposal
|
-
|
(147,368
|
)
|
(147,368
|
)
|
|||||||
Foreign exchange
|
(1,054
|
)
|
-
|
(1,054
|
)
|
|||||||
Balance, June 30, 2023
|
51,640
|
-
|
51,640
|
|||||||||
Balance, December 31, 2021
|
105,528
|
546,825
|
652,353
|
|||||||||
Balance, December 31, 2022
|
449,009
|
58,660
|
507,669
|
|||||||||
Balance, June 30, 2023
|
413,109
|
-
|
413,109
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
6. |
CUSTOMER CONTRACTS
|
$ |
||||
Balance, December 31, 2020
|
-
|
|||
Additions
|
3,901,442
|
|||
Foreign exchange
|
31,686
|
|||
Balance, December 31, 2021
|
3,933,128
|
|||
Additions
|
685,253
|
|||
Amortization
|
(1,126,818
|
)
|
||
Foreign exchange
|
215,573
|
|||
Balance, December 31, 2022
|
3,707,137
|
|||
Amortization
|
(493,476
|
)
|
||
Foreign exchange
|
(74,530
|
)
|
||
Balance, June 30, 2023
|
3,139,131
|
7. |
LOAN PAYABLE
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
$ |
||||
Balance, December 31, 2021
|
-
|
|||
Additions
|
677,200
|
|||
Interest
|
105,706
|
|||
Payments
|
(357,323
|
)
|
||
Foreign exchange
|
(29,382
|
)
|
||
Balance, December 31, 2022
|
396,201
|
|||
Interest
|
75,729
|
|||
Payments
|
(178,839
|
)
|
||
Foreign exchange
|
15,935
|
|||
Balance, June 30, 2023
|
309,026
|
8. |
SHARE CAPITAL
|
a) |
On March 14, 2023, the Company issued 20,944,640 units, consisting of one common share of the Company and one share purchase warrants, at a price of $0.017 per Unit for gross proceeds of $356,000. The Company also issued 4,273,503 units
consisting of one common share of the Company and one-half share purchase warrant, at a price of $0.012 for gross proceeds of $50,000. The warrants expire on March 14, 2025 and are exercisable at $0.05 per warrant. The warrants were fair
valued at $nil. The Company incurred cash issue costs of $18,593 and issued 579,600 broker warrants on the same terms as the warrants contained in the units. The broker warrants were fair valued at $9,593 using the Black-Scholes Option
Pricing Model using the following assumptions: Risk free rate – 3.5%, expected volatility – 128%, expected forfeiture rate – nil, expected dividends – nil, expected life – 2 years.
|
b) |
On March 16, 2023, the Company issued 1,800,000 common shares, valued at $63,000, for advertising and promotion expense.
|
c) |
On March 22, 2023, the Company issued 6,500,000 bonus shares to the officers and directors of the Company. The shares were fair valued at $227,5000.
|
d) |
On April 6, 2023, the Company issued 1,100,000 common shares to a consultant in lieu of cash, the shares were valued at $38,500.
|
a) |
On January 1, 2022, the Company issued 2,500,000 common shares pursuant to the settlement of US$100,000 convertible debt, the shares were fair valued at $125,000.
|
b) |
On January 20, 2022, the Company issued 5,000,000 common shares pursuant to the settlement of US$200,000 convertible debt, the shares were fair valued at $250,000.
|
c) |
On February 15, 2022, the Company issued 7,625,000 common shares pursuant to the settlement of US$305,000 convertible debt, the shares were fair valued at $343,125.
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
d) |
On May 4, 2022, the Company issued 337,500 common shares pursuant to the settlement of US$13,500 convertible debt, the shares were fair valued at $11,813.
|
e) |
On May 9, 2022, the Company issued 9,850,000 common shares pursuant to the settlement of US$394,000 convertible debt, the shares were fair valued at $270,875.
|
f) |
On May 13, 2022, the Company issued 1,000,000 common shares in lieu of consulting fees, the shares were fair valued at $30,000.
|
g) |
On June 30, 2022, the Company issued 250,000 common shares in lieu of consulting fees, the shares were fair valued at $5,000.
|
h) |
On June 30, 2022, the Company issued 13,473,358 common shares pursuant to the Asset Acquisition, the shares were fair valued at $269,467.
|
Number of
Options
#
|
Weighted Average
Exercise Price
$
|
|||||||
Balance, December 31, 2021
|
11,175,000
|
0.15
|
||||||
Granted
|
1,500,000
|
0.05
|
||||||
Expired
|
(700,000
|
)
|
0.18
|
|||||
Balance, December 31, 2022
|
11,975,000
|
0.13
|
||||||
Granted
|
1,250,000
|
0.05
|
||||||
Forfeited
|
(5,200,000
|
)
|
0.13
|
|||||
Expired
|
(950,000
|
)
|
0.32
|
|||||
Balance, June 30, 2023
|
7,075,000
|
0.11
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
Expiry
Date
|
Exercise price
$
|
Remaining life (years)
|
Options outstanding
|
|||||||||
August 15, 2023
|
0.21
|
0.13
|
300,000
|
|||||||||
November 22, 2023
|
0.26
|
0.40
|
100,000
|
|||||||||
May 2, 2024
|
0.27
|
0.84
|
150,000
|
|||||||||
May 17, 2024
|
0.245
|
0.91
|
200,000
|
|||||||||
June 17, 2024
|
0.245
|
0.97
|
300,000
|
|||||||||
May 6, 2025
|
0.09
|
1.85
|
1,675,000
|
|||||||||
June 1, 2025
|
0.14
|
1.92
|
250,000
|
|||||||||
July 22, 2025
|
0.09
|
2.06
|
100,000
|
|||||||||
November 12, 2025
|
0.075
|
2.37
|
1,300,000
|
|||||||||
January 22, 2026
|
0.145
|
2.57
|
1,250,000
|
|||||||||
June 2, 2026
|
0.12
|
2.93
|
200,000
|
|||||||||
April 6, 2028
|
0.05
|
4.77
|
1,250,000
|
|||||||||
7,075,000
|
Number of
Options
#
|
Weighted Average
Exercise Price
$
|
|||||||
Balance, December 31, 2022
|
-
|
-
|
||||||
Issued
|
23,660,992
|
0.05
|
||||||
Balance, June 30, 2023
|
23,660,992
|
0.05
|
9. |
RELATED PARTY TRANSACTIONS
|
Three months ended June 30,
|
Six months ended June 30
|
|||||||||||||||
2023
$
|
2022
$
|
2023
$
|
2022
$
|
|||||||||||||
Management fees
|
161,997
|
321,849
|
323,853
|
448,695
|
||||||||||||
Salaries and wages
|
18,750
|
18,750
|
37,500
|
37,500
|
||||||||||||
180,747
|
340,599
|
361,353
|
486,195
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
10. |
SEGMENTED INFORMATION
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
$ |
|
$ |
$ |
|
$ |
|||||||||||
Net gain (loss)
|
||||||||||||||||
Canada
|
(574,845
|
)
|
(651,638
|
)
|
(1,478,195
|
)
|
(1,123,632
|
)
|
||||||||
USA
|
464,466
|
(787,010
|
)
|
400,496
|
(674,231
|
)
|
||||||||||
(110,379
|
)
|
(1,438,648
|
)
|
(1,077,699
|
)
|
(1,797,863
|
)
|
June 30, 2023
|
December 31, 2022
|
|||||||
$ |
$ |
|||||||
Assets
|
||||||||
Canada
|
331,053
|
291,183
|
||||||
USA
|
3,741,636
|
4,269,648
|
||||||
4,072,689
|
4,560,831
|
11. |
FINANCIAL INSTRUMENTS
|
• |
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
|
• |
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
|
• |
Level 3 – Inputs that are not based on observable market data.
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
12. |
LEASE OBLIGATIONS
|
$ |
||||
Balance, December 31, 2021
|
563,330
|
|||
Interest expense
|
40,792
|
|||
Lease termination
|
(342,936
|
)
|
||
Payments
|
(192,854
|
)
|
||
Balance, December 31, 2022
|
68,332
|
|||
Payments
|
(5,182
|
)
|
||
Lease termination
|
(63,150
|
)
|
||
Balance, June 30, 2023
|
-
|
13. |
CONVERTIBLE PROMISSORY NOTE
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
Convertible Debt
$
|
Derivative Liability
$
|
|||||||
Balance, December 31, 2021
|
2,429,227
|
206,726
|
||||||
Interest expense
|
88,778
|
-
|
||||||
Accretion
|
200,497
|
-
|
||||||
Change in fair value of derivative liability
|
-
|
(206,726
|
)
|
|||||
Conversion of convertible debt
|
(1,274,060
|
)
|
-
|
|||||
Foreign exchange on loan
|
91,697
|
-
|
||||||
Balance, December 31, 2022
|
1,536,139
|
-
|
||||||
Foreign exchange on loan
|
(70,226
|
)
|
-
|
|||||
Balance, June 30, 2023
|
1,465,913
|
-
|
ParcelPal Logistics Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023 and 2022
(Unaudited - expressed in Canadian Dollars)
|
14. |
COST OF SALES
|
Three months ended June 30,
|
Six months ended June 30
|
|||||||||||||||
2023
$
|
2022
$
|
2023
$
|
2022
$
|
|||||||||||||
Amortization of vehicles
|
13,094
|
34,827
|
26,283
|
95,930
|
||||||||||||
Fuel
|
45,071
|
24,582
|
103,920
|
26,862
|
||||||||||||
Short term vehicle rentals
|
296,219
|
568,465
|
580,657
|
768,799
|
||||||||||||
Salaries and wages
|
1,780,540
|
1,290,839
|
4,031,188
|
3,288,241
|
||||||||||||
2,134,924
|
1,918,713
|
4,742,048
|
4,179,832
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
a) |
On March 14, 2023, the Company issued 20,944,640 units, consisting of one common share of the Company and one share purchase warrants, at a price of $0.017 per Unit for gross proceeds of $356,000. The Company also issued 4,273,503 units
consisting of one common share of the Company and one-half share purchase warrant, at a price of $0.012 for gross proceeds of $50,000. The warrants expire on March 14, 2025 and are exercisable at $0.05 per warrant. The warrants were fair
valued at $nil. The Company incurred cash issue costs of $18,593 and issued 579,600 broker warrants on the same terms as the warrants contained in the units. The broker warrants were fair valued at $9,593 using the Black-Scholes Option
Pricing Model using the following assumptions: Risk free rate – 3.5%, expected volatility – 128%, expected forfeiture rate – nil, expected dividends – nil, expected life – 2 years.
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
Quarter ended
|
||||||||||||||||
June 30,
2023
$
|
March 31,
2023
$
|
December 31,
2022
$
|
September 30,
2022
$
|
|||||||||||||
Revenue
|
2,919,785
|
2,965,043
|
3,442,818
|
2,620,506
|
||||||||||||
Total assets
|
4,072,689
|
4,130,103
|
4,560,831
|
5,227,929
|
||||||||||||
Net loss
|
(110,379
|
)
|
(967,320
|
)
|
(535,545
|
)
|
(1,192,589
|
)
|
||||||||
Loss per share
|
(0.00
|
)
|
(0.02
|
)
|
(0.00
|
)
|
(0.01
|
)
|
||||||||
Dividends
|
-
|
-
|
-
|
-
|
||||||||||||
Quarter ended
|
||||||||||||||||
June 30,
2022
$
|
March 31,
2022
$
|
December 31,
2021
$
|
September 30,
2021
$
|
|||||||||||||
Revenue
|
2,505,663
|
2,673,673
|
3,274,710
|
1,736,770
|
||||||||||||
Total assets
|
5,374,050
|
5,022,334
|
5,489,326
|
5,416,210
|
||||||||||||
Net loss
|
(1,438,648
|
)
|
(359,215
|
)
|
(72,853
|
)
|
(2,182,417
|
)
|
||||||||
Loss per share
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
(0.02
|
)
|
||||||||
Dividends
|
-
|
-
|
-
|
-
|
i) |
Amortization expense decreased to $493,476 (2022 - $631,119) as the Company had fewer purchased and leased vehicles during the current period.
|
ii) |
Management and director fees decreased to $376,353 (2022 - $448,695), and is consideration paid to the CEO and CFO of the Company and as a result of compensation shares issued to Directors and Officers.
|
iii) |
Office and miscellaneous decreased to $394,877 (2022 - $772,371) as the Company continues to improve its operational efficiencies and focus on cost reductions in an effort to generate profitability from operations.
|
iv) |
The Company recorded interest expense of $92,623 (2022 - $312,673) primarily related to interest and accretion on the convertible notes and the loan payable.
|
v) |
The Company recorded other income of $336,925 (2022 - $nil) related to an employee retention credit refund from Web-to-Door Trucking Corp.
|
i) |
Management and director fees decreased to $161,997 (2022 - $321,849), and is consideration paid to the CEO and CFO of the Company and as a result of compensation shares issued to Directors and Officers.
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
ii) |
Marketing and promotion decreased to $nil (2022 - $117,497) as the Company focused on increasing operational efficiencies and reducing corporate spending.
|
iii) |
The Company recorded interest expense of $31,172 (2022 - $88,783) primarily related to interest and accretion on the convertible notes and the loan payable.
|
iv) |
The Company recorded other income of $336,925 (2022 - $nil) related to an employee retention credit refund from Web-to-Door Trucking Corp.
|
Vehicles
$
|
ROU Assets
$
|
Total
$
|
||||||||||
Cost
|
||||||||||||
Balance, December 31, 2021
|
198,745
|
839,699
|
1,038,444
|
|||||||||
Additions
|
452,323
|
-
|
452,323
|
|||||||||
Disposal
|
(198,745
|
)
|
(633,671
|
)
|
(832,416
|
)
|
||||||
Foreign exchange
|
23,097
|
-
|
23,097
|
|||||||||
Balance, December 31, 2022
|
475,420
|
206,028
|
681,448
|
|||||||||
Disposal
|
-
|
(206,028
|
)
|
(206,028
|
)
|
|||||||
Foreign exchange
|
(10,671
|
)
|
-
|
(10,671
|
)
|
|||||||
Balance, June 30, 2023
|
464,749
|
-
|
464,749
|
|||||||||
Accumulated amortization
|
||||||||||||
Balance, December 31, 2021
|
93,217
|
292,874
|
386,091
|
|||||||||
Amortization
|
25,817
|
158,253
|
184,070
|
|||||||||
Disposal
|
(93,217
|
)
|
(303,759
|
)
|
(396,976
|
)
|
||||||
Foreign exchange
|
594
|
-
|
594
|
|||||||||
Balance, December 31, 2022
|
26,411
|
147,368
|
173,779
|
|||||||||
Amortization
|
26,283
|
-
|
26,283
|
|||||||||
Disposal
|
-
|
(147,368
|
)
|
(147,368
|
)
|
|||||||
Foreign exchange
|
(1,054
|
)
|
-
|
(1,054
|
)
|
|||||||
Balance, June 30, 2023
|
51,640
|
-
|
51,640
|
|||||||||
Balance, December 31, 2021
|
105,528
|
546,825
|
652,353
|
|||||||||
Balance, December 31, 2022
|
449,009
|
58,660
|
507,669
|
|||||||||
Balance, June 30, 2023
|
413,109
|
-
|
413,109
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
a) |
On March 14, 2023, the Company issued 20,944,640 units, consisting of one common share of the Company and one share purchase warrants, at a price of $0.017 per Unit for gross proceeds of $356,000. The Company also issued 4,273,503 units
consisting of one common share of the Company and one-half share purchase warrant, at a price of $0.012 for gross proceeds of $50,000. The warrants expire on March 14, 2025 and are exercisable at $0.05 per warrant. The warrants were fair
valued at $nil. The Company incurred cash issue costs of $18,593 and issued 579,600 broker warrants on the same terms as the warrants contained in the units. The broker warrants were fair valued at $9,593 using the Black-Scholes Option
Pricing Model using the following assumptions: Risk free rate – 3.5%, expected volatility – 128%, expected forfeiture rate – nil, expected dividends – nil, expected life – 2 years.
|
b) |
On March 16, 2023, the Company issued 1,800,000 common shares, valued at $63,000, for advertising and promotion expense.
|
c) |
On March 22, 2023, the Company issued 6,500,000 bonus shares to the officers and directors of the Company. The shares were fair valued at $227,5000.
|
d) |
On April 6, 2023, the Company issued 1,100,000 common shares to a consultant in lieu of cash, the shares were valued at $38,500.
|
a) |
On January 1, 2022, the Company issued 2,500,000 common shares pursuant to the settlement of US$100,000 convertible debt, the shares were fair valued at $125,000.
|
b) |
On January 20, 2022, the Company issued 5,000,000 common shares pursuant to the settlement of US$200,000 convertible debt, the shares were fair valued at $250,000.
|
c) |
On February 15, 2022, the Company issued 7,625,000 common shares pursuant to the settlement of US$305,000 convertible debt, the shares were fair valued at $343,125.
|
d) |
On May 4, 2022, the Company issued 337,500 common shares pursuant to the settlement of US$13,500 convertible debt, the shares were fair valued at $11,813.
|
e) |
On May 9, 2022, the Company issued 9,850,000 common shares pursuant to the settlement of US$394,000 convertible debt, the shares were fair valued at $270,875.
|
f) |
On May 13, 2022, the Company issued 1,000,000 common shares in lieu of consulting fees, the shares were fair valued at $30,000.
|
g) |
On June 30, 2022, the Company issued 250,000 common shares in lieu of consulting fees, the shares were fair valued at $5,000.
|
h) |
On June 30, 2022, the Company issued 13,473,358 common shares pursuant to the Asset Acquisition, the shares were fair valued at $269,467.
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
Customers
|
Location
|
June 30,
2023
$
|
June 30,
2023
%
|
June 30,
2022
$
|
June 30,
2022
%
|
||||||||||||
Customer A
|
Canada
|
2,768,059
|
47
|
2,293,733
|
44
|
||||||||||||
Customer A
|
USA
|
2,404,531
|
41
|
2,537,760
|
49
|
||||||||||||
Customer B
|
USA
|
712,238
|
12
|
161,042
|
4
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
Three months ended June 30,
|
Six months ended June 30
|
|||||||||||||||
2023
$
|
2022
$
|
2023
$
|
2022
$
|
|||||||||||||
Management fees
|
161,997
|
321,849
|
323,853
|
448,695
|
||||||||||||
Salaries and wages
|
18,750
|
18,750
|
37,500
|
37,500
|
||||||||||||
180,747
|
340,599
|
361,353
|
486,195
|
• |
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
|
• |
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
|
• |
Level 3 – Inputs that are not based on observable market data.
|
PARCELPAL LOGISTICS INC.
Management Discussion and Analysis (“MD&A”)
For the Three and Six months ended June 30, 2023
|
Type of Security
|
Number
|
|||
Issued and outstanding common shares
|
230,992,735
|
|||
Stock options with a weighted average exercise price of $0.11
|
7,075,000
|
|||
Warrants with a weighted average exercise price of $0.05
|
23,660,992
|
|||
Total
|
261,728,727
|
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ParcelPal Logistics Inc. (the “issuer”) for the interim period ended June 30, 2023.
|
2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the
interim filings.
|
3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other
financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim
filings.
|
Date: August 28, 2023
|
|
“Rich Wheeless”
|
|
Rich Wheeless
|
|
Chief Executive Officer
|
NOTE TO READER
|
|
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | |
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted
under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
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The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |
1. |
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of ParcelPal Logistics Inc. (the “issuer”) for the interim period ended June 30, 2023.
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2. |
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the
interim filings.
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3. |
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other
financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim
filings.
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Date: August 28, 2023
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“Rich Wheeless”
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Rich Wheeless
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Chief Financial Officer
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NOTE TO READER
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In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | |
i) |
controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities
legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
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ii) |
a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
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The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |
• |
Record revenue in Q2 2023 and growth of 17% to $2,919,785 (up from $2,505,663 in Q2 2022). This represents the Company’s fourth largest revenue quarter since inception (Q4 2022 of $3.4M was the largest revenue quarter ever).
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Record gross margins in Q2 2023 of 26.9% (up from 23.4% in Q2 2022).
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Management and director fees decreased to $161,997 (Q2 2022 - $321,849) due to lower fees to directors and officers issued in Q2 2022.
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Marketing and promotion decreased to $nil in Q2 2023 (Q2 2022 - $117,497) as the Company focused on increasing operational efficiencies and reducing corporate spending.
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Office and miscellaneous expenses decreased to $219,154 (Q2 2022 - $307,628) as the Company undertook additional cost cutting measures in an effort to conserve cash and focus on operational growth.
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Cash of $219,900 at June 30, 2023 compared to $76,661 at December 31, 2022, and vehicles and right-of-use assets of $413,109 compared to $507,669 at December 31, 2022.
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During the quarter ended June 30, 2023, the Company’s U.S. Operations turned net positive, and the Company’s overall (including Canadian operations) net loss was only $110,379 (compared to $1,438,648 in Q2 2022).
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Net cash flows used in operating activities decreased to $46K for the six months ended June 30, 2023 from $678K for the six months ended June 30, 2022.
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On July 17, 2023, the Company announced that beginning in June 2023, its U.S. operations were fully profitable for the first time ever, and we anticipate that to continue moving forward.
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On July 26, 2023, the Company announced that it added eight late model (newer and mixed size, including larger) vehicles to its FedEx fleet to address its increased business demands.
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Continued improvement in operating performance, and continued development and reintroduction of our new and improved technology platform.
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Building an exceptional and world-class brand with a focus on signing additional quality partners.
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Using data, technology, and inbound selling to ramp up sales and revenue generation.
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Continued expansion into large markets in Canada, with a focus on reaching net profitability in Canada and further expanding throughout the United States markets, including with new higher margin customer contracts and/or additional
regions.
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1 Year Parcelpal Logistics (CE) Chart |
1 Month Parcelpal Logistics (CE) Chart |
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