EX-99.191 192 exhibit99-191.htm EXHIBIT 99.191 Peak Fintech Group Inc.: Exhibit 99.191 - Filed by newsfilecorp.com

Peak Fintech Group Inc.

Condensed Interim Consolidated Financial

Statements (Unaudited)

For the three-month periods ended

March 31, 2021, and 2020

 

 

 

Financial Statements

 

   
Condensed Interim Consolidated Statements of Comprehensive Loss 2
   
Condensed Interim Consolidated Statements of Changes in Equity 3
   
Condensed Interim Consolidated Statements of Financial Position 4
   
Condensed Interim Consolidated Statements of Cash Flow 5
   
Notes to Interim Consolidated Financial Statements 6 - 30


2

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Comprehensive Loss

For the three-month periods ended March 31, 2021 and 2020

(In Canadian dollars, except weighted average number of outstanding shares)
(Unaudited)
  Note   2021     2020  
      $     $  
Revenues     14,239,776     3,949,395  
      14,239,776     3,949,395  
Expenses              
Cost of service     12,347,170     2,104,150  
Salaries and fringe benefits     723,860     323,809  
Service fees     157,651     131,632  
Royalty on software     30,776     30,873  
Board remuneration     124,527     9,569  
Consulting fees     62,869     325,716  
Management fees     12,818     21,545  
Professional fees     331,655     56,402  
Administrative and indirect cost     -     236,111  
Public relations and press releases     121,493     24,104  
Office supplies, software and utilities     30,214     52,793  
Lease expenses     11,570     11,533  
Insurance     14,896     11,289  
Finance costs 15.4   44,833     259,950  
Expected credit loss     19,893     361,525  
Travel and entertainment     34,002     46,832  
Stock exchange and transfer agent costs     90,714     10,778  
Translation cost and others     39,310     8,353  
Depreciation of property and equipment 7   22,337     21,370  
Amortization of intangible assets 8   66,484     81,805  
Expiration of deferred finance cost     -     353,377  
Amortization of financing initial costs     6,651     348  
Depreciation of right-of-use assets 7   69,157     106,753  
(Gain) Loss on foreign exchange     (35,379 )   10,336  
      14,327,501     4,600,953  
Loss before income taxes     (87,725 )   (651,558 )
Income tax     301,977     154,137  
Net (loss)     (389,702 )   (805,695 )
               
Net (loss) profit attributable to:              
Non-controlling interest     375,929     87,081  
Owners of the parent     (765,631 )   (892,776 )
      (389,702 )   (805,695 )
               
Item that will be reclassified subsequently to profit or loss              
Currency translation adjustment     546,909     (1,264,221 )
Total comprehensive (loss) profit     (936,611 )   458,526  
               
Net (loss) profit and total comprehensive loss attributable to:              
Non-controlling interest     256,973     452,949  
Owners of the parent     (1,193,584 )   5,577  
      (936,612 )   458,526  
               
Weighted average number of outstanding shares     123,366,116     73,783,060  
               
Basic and diluted loss per share     (0.006 )   (0.012 )
               

Going concern uncertainty (note 2)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.


3

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Changes in Equity

For the three-month periods ended March 31, 2021 and 2020

(In Canadian dollars)
(Unaudited)
                              Equity     Accumulated           Total              
                              component of     other           attributable     Non     Shareholders'  
      Number of     Capital stock     Equity to     Contributed     convertible     comprehensive           to owners of     Controlling     equity  
  Note   common shares     Amount     issue     surplus     debentures     income     Deficit     parent     interest     (deficiency)  
      (number of shares -                                                        
      see note 15)     $     $     $     $     $     $     $     $     $  
Balance as of January 1, 2021     118,024,189     39,131,010     511,221     11,582,653     -     (140,782 )   (30,240,372 )   20,843,730     11,770,520     32,614,250  
Issuance of shares and warrants to
   settle debts owed for services
   provided
12   27,466     33,900                                   33,900           33,900  
Exercise of warrants and broker warrants 12   9,864,631     5,233,340           (1,525,179 )                     3,708,161           3,708,161  
Conversion of convertible
   debentures
11   170,000     27,483                                   27,483           27,483  
Share-based compensation 13                     344,690                       344,690           344,690  
Transactions with owners     128,086,286     44,425,733     511,221     10,402,164     -     (140,782 )   (30,240,372 )   24,957,964     11,770,520     36,728,484  
Net loss                                         (765,631 )   (765,631 )   375,929     (389,702 )
Other comprehensive loss                                   (427,952 )         (427,952 )   (118,957 )   (546,909 )
Total comprehensive loss for the year     -     -     -     -     -     (427,952 )   (765,631 )   (1,193,583 )   256,972     (936,611 )
Balance as of March 31, 2021     128,086,286     44,425,733     511,221     10,402,164     -     (568,734 )   (31,006,003 )   23,764,381     12,027,492     35,791,873  
                                                               
Balance as of January 1, 2020     72,059,214     24,234,623     493,414     9,580,333     47,891     (1,054,211 )   (23,623,950 )   9,678,100     10,441,584     20,119,684  
Issuance of shares and warrants 12.3   1,440,000     520,218           55,782                       576,000           576,000  
Issuance of shares and warrants to
   settle debts owed for services
   provided
12   575,000     250,000           41,878                       291,878           291,878  
Issuance of convertible debentures and warrants                       11,272     9,408                 20,680           20,680  
Issue costs - shares and warrants 11         (31,000 )                                 (31,000 )         (31,000 )
Exercise of warrants on surrender
   of non-convertible debentures
11   800,000     425,169           (79,322 )                     345,847           345,847  
Share-based compensation 13                     69,202                       69,202           69,202  
Transactions with owners     74,874,214     25,399,010     493,414     9,679,145     57,299     (1,054,211 )   (23,623,950 )   10,950,707     10,441,584     21,392,291  
Net loss                                         (892,776 )   (892,776 )   87,081     (805,695 )
Other comprehensive loss                                   1,264,221           1,264,221     365,868     1,630,089  
Total comprehensive loss for the year     -     -     -     -     -     1,264,221     (892,776 )   371,445     452,949     824,394  
Balance as of March 31, 2020     74,874,214     25,399,010     493,414     9,679,145     57,299     210,010     (24,516,724 )   11,322,152     10,894,533     22,216,685  
                                                               

The accompanying notes are an integral part of these condensed interim consolidated financial statements.


4

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Financial Position

As at March 31, 2021 and December 31, 2020

(In Canadian dollars)
  Note   2,021     2,020  
      $     $  
ASSETS     unaudited     audited  
Current              
Cash     4,122,403     5,873,876  
Restricted cash     80,131     80,091  
Loans receivable 5   15,581,704     15,425,242  
Assets held for resale     300,134     183,733  
Debtors 6   32,274,278     30,575,357  
Deposit for investments     194,900     194,900  
Prepaid expenses     1,406,225     989,718  
      53,959,775     53,322,917  
Loans receivable 5   3,951,871     3,999,446  
Property and equipment 7   547,379     529,372  
Intangible assets 8   3,396,331     3,163,877  
Deferred Tax assets     291,931     291,931  
      62,147,286     61,307,543  
               
LIABILITIES              
Current              
Accounts payable, advances and accrued liabilities 9   23,975,754     26,559,427  
Lease liabilities 10   177,415     117,709  
Current tax liabilities     1,700,296     1,568,626  
Debentures 11   -     23,311  
Conversion option     -     3,489  
      25,853,465     28,272,562  
Bonds     271,825     258,933  
CEBA Loan     40,000     40,000  
Lease liabilities 10   190,123     121,798  
      26,355,413     28,693,293  
               
SHAREHOLDERS' DEFICIENCY              
Capital stock     44,425,733     39,131,010  
Shares to be issued 4   511,221     511,221  
Contributed surplus     10,402,164     11,582,653  
Accumulated other comprehensive income     (568,734 )   (140,782 )
Deficit     (31,006,003 )   (30,240,372 )
Shareholders' equity attributable to owners of the parent     23,764,381     20,843,730  
Non-controlling interest     12,027,492     11,770,520  
Total shareholders' equity     35,791,873     32,614,250  
      62,147,286     61,307,543  

Going concern uncertainty (note 2)

Subsequent events (note 20)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

On behalf of the Board,

 

   

/S/ Johnson Joseph

/S/ Charles-André Tessier

Director

Director



5

PEAK FINTECH GROUP INC.

Condensed Interim Consolidated Statements of Cash Flows

For the three-month periods ended March 31, 2021 and 2020
(In Canadian dollars)
(Unaudited)
  Note   2021     2020  
      $     $  
OPERATING ACTIVITIES              
Net loss     (389,702 )   (805,695 )
Non-cash items              
Expected credit loss     19,893     361,525  
Depreciation of property and equipment 7   22,337     21,370  
Depreciation of right-of-use assets 7   69,157     106,753  
Amortization of intangible assets 8   66,484     81,806  
Amortization of initial cost debenture     6,651     348  
Accretion of debentures and bonds 11, 18   6,924     139,229  
Accretion of lease interest 10, 18   6,435     -  
Issuance of shares for settlement of debt     15,000     291,878  
Expiration of deferred financing cost     -     353,377  
Share-based compensation 15   344,690     69,202  
               
Loans receivable maturing in more than 12 months     47,575     1,954,760  
Net changes in working capital items              
Income tax payable     131,670     93,183  
Debtors     (48,295 )   -  
Account receivable     2,621,809     (1,081,329 )
Loans receivable maturing in less than 12 months     (292,755 )   (178,859 )
Prepaid expenses     (416,506 )   (1,080,436 )
Accounts payable, advances and accrued liabilities     (2,316,749 )   (297,201 )
Cash flows from operating activities     (105,382 )   29,911  
               
INVESTING ACTIVITIES              
Debtors 6   (4,297,435 )   210,830  
Property and equipment - additions 7   (1,596 )   (26,993 )
Property and equipment - disposals 7   5,989     -  
Intangible asset 8   (325,783 )   (346,503 )
Cash flows from investing activities     (4,618,825 )   (162,666 )
               
FINANCING ACTIVITIES              
Proceeds from advances from third parties     (89,675 )   1,889,054  
Proceeds from advances made from a Director     -     21,920  
Proceeds from advances made from affiliates     102,966     -  
Repayment of advances made from a Director     (261,316 )   -  
Repayment of lease liabilities 10   (12,592 )   (172,473 )
Proceeds from the issuance of debentures 11   -     50,000  
Proceeds from the issuance of shares and warrants 14   -     545,000  
Proceeds from the exercise of warrants 14   3,708,161     -  
Proceeds from the exercise of options 14   25,000     -  
Cash flows from financing activities     3,472,544     2,333,501  
               
IMPACT OF FOREIGN EXCHANGE     (499,771 )   1,177,140  
Net increase(decrease) in cash     (1,751,434 )   3,377,886  
Cash, beginning of period     5,953,967     1,717,509  
Cash, end of period     4,202,533     5,095,395  
               

The accompanying notes are an integral part of these condensed interim consolidated financial statements.


 

6

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 


1 - GOVERNING STATUTES, NATURE OF OPERATIONS AND GENERAL INFORMATION

Peak Fintech Group Inc. (hereinafter ''Peak'' or the "Company") was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on May 13, 2008, and continued under the Canada Business Corporations Act on April 4, 2011. Peak Fintech Group Inc.'s executive offices are located at 550 Sherbrooke Street West, Suite 265, Montréal, Québec, Canada. Its shares are traded on the Canadian Stock Exchange (CSE) under the symbol "PKK". Its shares are quoted in the U.S. on the OTC Market's Groups (OTCQX) under the symbol ''PKKFF''.

Peak is the parent company of a group of innovative financial technology (Fintech) subsidiaries operating in China's commercial lending industry. Peak's subsidiaries use technology, analytics and artificial intelligence to create an ecosystem of lenders, borrowers and other participants in China's commercial lending space where lending operations are conducted rapidly, safely, efficiently and with the utmost transparency.

2 - GOING CONCERN UNCERTAINTY AND COVID-19

These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation and will be able to realize its assets and discharge its liabilities in the normal course of operations. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The use of these principles may not be appropriate.

The level of revenue currently being generated is not presently sufficient to meet the Company's working capital requirements. The Company's ability to continue as a going concern is dependent upon its ability to raise additional financing. Even if the Company has been successful in the past in doing so, there is no assurance that it will manage to obtain additional financing in the future. A lso, the Company incurred a net loss of $389,702 for the three-month period ended March 31, 2021 (year ended December 31, 2020 - $5,513,511), it has an accumulated deficit of $31,006,003 as at March 31, 2021 ($30,240,372 as at December 31, 2020) and it has not yet generated positive cash flows from operations on a regular basis. Until that happens, the company will continue to assess its working capital needs and undertake whatever initiatives it deems necessary to ensure that it continues to be in a position to meet its financial obligations. These material uncertainties cast significant doubt regarding the Company's ability to continue as a going concern.

The World Health Organization declared the COVID-19 outbreak as a global pandemic in March 2020. Since that time, businesses all over the world from a wide swath of industries have seen their operations negatively impacted by the health and safety measures, including limitations on the movement of goods and individuals, put into place by local governments to help control the spread of the outbreak. Although those measures have been relaxed in recent months, which has allowed many businesses, including the Company, to slowly resume their operations, there still remains a great deal of uncertainty as to the extent and duration of the future impact of COVID-19 on global commerce and the Company's business.

These condensed interim consolidated financial statements do not include any adjustments or disclosures that may be necessary should the Company not be able to continue as a going concern. If this were the case, these adjustments could be material.

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Statement of compliance with IFRS

These condensed interim consolidated financial statements for the three-month period ended March 31, 2021, have been prepared in accordance with the International Accounting Standard 34, Interim Financial Reporting (''IAS 34''). Since they are condensed financial statements, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (''IFRS'') as issued by the International Accounting Standards Board (''IASB''), have been voluntarily omitted or summarized.


 

7

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 


3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.1 Statement of compliance with IFRS (Continued)

The preparation of financial statements in accordance with IAS 34 requires the use of certain accounting estimates. It also r equires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements have been set out in note 5 of the Company's consolidated financial statements for the year ended December 31, 2020. There have not been any significant changes in judgments, estimates or assumptions since then. These condensed interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2020.

The same accounting policies and methods of computation were used in the preparation of these condensed interim consolidated financial statements as were followed in the preparation of the consolidated financial statements for the year ended December 31, 2020 except for new standards and interpretations effective January 1, 2021.

These condensed interim consolidated financial statements for the three-month periods ended March 31, 2021 (including comparative figures) were approved by the Board of Directors on May 31, 2021.

3.2 Basis of measurement

These consolidated financial statements are prepared on an accrual basis using the historical cost method.

3.3 Basis of Consolidation

These condensed interim consolidated financial statements include the accounts of Peak and all of its subsidiaries. The Company attributes total comprehensive income or loss of the subsidiary between the owners of the parent company and the non-controlling interests based on their respective ownership interests.

The following entities have been consolidated within these condensed interim consolidated financial statements:

          % of ownership     Principal     Functional  
Entities   Registered     and voting right     activity     Currency  
Peak Fintech Group Inc.   Canada           Holding and parent company     Canadian dollar  
                         
Asia Synergy Limited   Hong Kong     100%     Holding     U.S. $  
                         
Asia Synergy Holdings   China     100%     Holding     Renminbi  
                         
Asia Synergy Technologies Ltd.   China     100%     Technology based product procurement facilitator     Renminbi  
                         
Asia Synergy Supply Chain Technologies Ltd (1)   China     100%     Technology based product procurement facilitator     Renminbi  
                         
Asia Synergy Data Solutions Ltd.   China     100%     Fintech     Renminbi  
                         
Asia Synergy Credit Solutions Ltd   China     100%     Credit outsourcing services     Renminbi  
                         
Asia Synergy Supply Chain Ltd   China     51%     Supply Chain services     Renminbi  
                         
Wuxi Aorong Ltd.   China     100%     Holding     Renminbi  
                         
Asia Synergy Financial Capital Ltd   China     51%     Financial institution     Renminbi  


 

8

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 


3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Basis of Consolidation (continued)

(1): Creation of a new subsidiary

In November 2020, the Company created a new subsidiary called Asia Synergy Supply Chain Technology ("ASST") whereby the wholly owned subsidiary of the Company, Asia Synergy Technologies ("AST"), for the purpose of being involved in the distribution of food products and beverages. As a result, AST owns 100% interest in ASST.

The subsidiaries have an annual reporting date of December 31 and are incorporated in Canada, Hong Kong and China. All intercompany transactions and accounts were eliminated upon consolidation, including unrealized gains or losses on intercompany transactions. Where unrealized losses on intercompany asset sales are reversed upon consolidation, the underlying asset is also tested for impairment from the Company's perspective. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

Profit or loss of subsidiaries acquired or disposed of during the year are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

3.4 Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the parent company.

3.5 New Standards adopted as at January 1, 2021

Some accounting pronouncements which have become effective from January 1, 2021, and have therefore been adopted do not have a significant impact on the Company financial results or position.

4 - BUSINESS COMBINATION

On January 1, 2019, the Company, through its subsidiary called Asia Synergy Credit Solutions ("ASCS"), transferred certain assets and personnel from Wuxi Wenyi Financial Services Co. Wenyi offers turn-key credit outsourcing services to banks and other lending institutions in China. The asset transfer was made to enhance the Company position in the commercial lending ma rket in China. The assets acquired were intangible assets consisting of loan-servicing agreements. The assets acquired were determined to constitute a business combination and, accordingly, the acquisition was be accounted for using the acquisition method of accounting.

The purchase price payable for this acquisition was to be settled with the issuance of up a maximum of 2,000,000 shares of the Company. The final value of consideration payable was contingent on achievement by ASCS of certain financial performance metrics during its first 18 months of operations. In the event that 2,000,000 shares were to be issued after the 18-month period and the listed common share price of the Company was less than $1.00 at that time, the Company was to issue additional shares to bring the aggregate consideration value to $2,000,000.


 

9

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 


4 - BUSINESS COMBINATION (CONTINUED)

As at June 30, 2020, the 18 month performance period concluded and based on actual results of ASCS the final contingent consideration payable was settled at $530,675. As per the asset transfer agreement, the total number of shares issuable to settle the consideration totalled 1,340,000 at an average issue price of $0.40 per share.

On November 11, 2020, the Company issued 317,663 common shares of the Company, at $0,40 per share, in part settlement ($127,065) of the consideration payable under the asset transfer agreement. As at March 31, 2021, there remains $403,610 of consideration payable (December 31, 2020 - $403,610) under the asset transfer agreement which will be settled by the issuance of 1,022,337 common shares of the company issued at $0,40 per share.

5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

One of the Company's subsidiaries in China, named Asia Synergy Financial Capital ("ASFC"), provides various financial services to small and medium size enterprises and entrepreneurs.

The Company provides loans that are either guaranteed by a third party and/or collateral assets. The loans secured with collateral are either secured by second-hand vehicles or by the residential property of the borrower. Loans that are not guaranteed by collateral assets are insured by a third party.

Loans guaranteed by second-hand vehicles.

The second-hand vehicles are valued by the company credit department before approving a loan. The loan value at inception represents typically between 50% to 80% of the collateral value with an average of 78% as at March 31, 2021 (78% as at December 31, 2020). The Second-hand vehicles collateral value is evaluated at the beginning of the loan and periodically during the life of the loan, based on an industry recognized used car guide which has been validated by company personnel, their knowledge, experience and the inspection process before approval of the loan.

Loans guaranteed by second rank mortgage on residential property

Before approving a loan, the Company's credit department will assess the value of any other mortgages taken out on the residential property and put as collateral by the prospective borrower. The loan value at inception typically represents between 25% and 32% of the collateral value exceeding the first rank mortgage taken by the borrower. The value of the residential property is evaluated at the beginning of the loan and periodically during the life of the loan based on a residential broker site, which is validated by the Company personnel, their knowledge, experience and inspection process before approval of the loan.

All the loans secured by collateral assets are registered on the appropriate government regulated system.

Credit Loans guaranteed by a third party

The Company makes loans to small and medium enterprises in the technology sector. Before approving a loan, the Company performs an initial credit evaluation of the borrower. The credit evaluation includes: the borrower company's credit profile, operating performance, financial statements, tax payments/receipt records, shareholders' structure and their individual credit rating. Based on the result of this initial evaluation, the Company will then proceed to sign a loan agreement with the SMEs borrowers. To mitigate the default risk in the case of any overdue situation incurred re these credit loans, a letter of guarantee must also be signed before the loan is finally granted to SMEs borrowers. Accordingly, a 3rd party must accept to provide a full guarantee to cover any overdue principal and interest on behalf of the borrowers. The company will also perform on-going monitoring of SMEs borrowers in the tech industry through visits, phone calls and follow- up on business models development.


 

10

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 


5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

For the majority of loans granted, principal and interest are payable by the borrower on a monthly basis.

Loans receivables are described as follows :


    2021-03-31     2020-12-31  
    $     $  
Principal balance loans receivables   20,115,341     20,009,105  
Less expected credit loss (ECL)   (581,766 )   (584,417 )
Loan receivables net   19,533,575     19,424,688  
Loans receivables maturing in less than 12 months   15,581,704     15,425,242  
Loans receivables maturing in more than 12 months   3,951,871     3,999,446  
Total loans   19,533,575     19,424,688  

Impaired loans and allowances for credit loss

The Company performed a three-stage forward looking impairment approach to its loan portfolio to measure the expected credit loss as described in detail in note 4.11 of the annual consolidated financial statements for the year ended December 31, 2020.

Credit quality of loans

The following table presents the gross carrying amount of loans receivables at March 31, 2021 and December 31, 2020 , according to credit quality and ECL impairment stages.

ECL is calculated on loan value at the period end that are not insured by a third party with an assumption of a credit loss allocation provision applied as follows:

 

 

 

allocation

 

 

Credit loss

applied -

 

 

allocation

Residential

 

Provision %

applied - Auto

Property

Stage 1 : 1%

1.0%

1.0%

1.0%

Stage 2: 30%

30.0%

1.0%

1.0%

Stage 3 :100%

100.0%

13.0%

1.0%


      Gross Carrying     Allowance for     Net Carrying  
March 31, 2021 %   amount     credit loss     Amount  
      $     $     $  
Stage 1 Not overdue <= 30 Days 81.4%   16,374,526     (248,204 )   16,126,322  
Stage 2 Overdue 30-90 days 0.2%   35,010     -     35,010  
Stage 3 Overdue> 90 days 18.4%   3,705,805     (333,562 )   3,372,243  
Total 100.0%   20,115,341     (581,766 )   19,533,575  


 

11

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

      Gross Carrying     Allowance for     Net Carrying  
December 31, 2020 %   amount     credit loss     Amount  
      $     $     $  
Stage 1 Not overdue <= 30 Days 78.2%   15,652,125     (224,798 )   15,427,327  
Stage 2 Overdue 30-90 days 5.6%   1,110,537     (3,332 )   1,107,205  
Stage 3 Overdue> 90 days 16.2%   3,246,443     (356,287 )   2,890,156  
Total 100.0%   20,009,105     (584,417 )   19,424,688  

The loss allowance for loans to customers as at Mach 31, 2021, broken down by product type, reconciles to the opening loss allowance for that provision as follows:

    Product Type - Autos  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
                         
Loss allowance as at December 31, 2020   148     1,880     351,293     353,321  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)   (26 )   787     -     761  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     (1,918 )   31,777     29,859  
New financial assets originated   5     -     -     5  
Write-offs   -     -     -     -  
Recoveries   (62 )   (721 )   (55,532 )   (56,315 )
Change in Credit loss allocation + ECL % assumption   -     -     -     -  
Foreign exchange   (5 )   (28 )   (5,508 )   (5,541 )
                         
Loss allowance as at March 31, 2021   60     -     322,030     322,090  

    Product Type - Residential property  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2020   295     1,452     4,994     6,741  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)   (31 )   958     -     927  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     (2,323 )   8,862     6,539  
New financial assets originated   114     -     -     114  
Write-offs   -     -     -     -  
Recoveries   (24 )   (42 )   (2,247 )   (2,313 )
Change in Credit loss allocation + ECL % assumption   -     -     -     -  
Foreign exchange   (15 )   (45 )   (77 )   (137 )
                         
Loss allowance as at March 31, 2021   339     -     11,532     11,871  

    Product Type - Credit  
    Stage 1     Stage 2     Stage 3     Total ECL  
          $     $     $  
Loss allowance as at December 31, 2020   224,355     -     -     224,355  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)   -     -     -     -  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     -     -     -  
New financial assets originated   26,866     -     -     26,866  
Write-offs   -     -     -     -  
Recoveries   -     -     -     -  
Change in Credit loss allocation + ECL % assumption   -     -     -     -  
Foreign exchange   (3,416 )   -     -     (3,416 )
                         
Loss allowance as at March 31, 2021   247,805     -     -     247,805  


 

12

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

5 - LOANS RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

The loss allowance for loans to customers as at December 31, 2020, broken down by product type, reconciles to the opening loss allowance for that provision as follows:

    Product type - Autos  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2019   11,615     25,382     328,005     365,002  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)*   (17 )   509     -     492  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     (3,806 )   137,974     134,168  
New financial assets originated   (1,477 )   -     -     (1,477 )
Write-offs   -     -     -     -  
Recoveries   (152 )   -     78,307     78,155  
Change in Credit loss allocation + ECL % assumption   (9,821 )   (20,205 )   (192,993 )   (223,019 )
                         
Loss allowance as at December 31, 2020   148     1,880     351,293     353,321  

    Product Type - Residential property  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2019   -     -     -     -  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)*   (98 )   2,933     -     2,835  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     (1,489 )   4,962     3,473  
New financial assets originated   331     -     -     331  
Write-offs   -     -     -     -  
Recoveries   -     -     -     -  
Change in Credit loss allocation + ECL % assumption   62     8     32     102  
                         
Loss allowance as at December 31, 2020   295     1,452     4,994     6,741  

    Product Type - Credit  
    Stage 1     Stage 2     Stage 3     Total ECL  
    $     $     $     $  
Loss allowance as at December 31, 2019   -     -     34,945     34,945  
Individual financial assets transferred to (from) stage 2 (lifetime expected credit losses)*   -     -     -     -  
Individual financial assets transferred to (from) stage 3   -     -     -     -  
Credit-impaired financial assets   -     -     -     -  
New financial assets originated   209,791     -     -     209,791  
Write-offs   -     -     -     -  
Recoveries   -     -     -     -  
Change in Credit loss allocation + ECL % assumption   14,564     -     (34,945 )   (20,381 )
                         
Loss allowance as at December 31, 2020   224,355     -     -     224,355  


 

13

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

6 - DEBTORS

    2021-03-31     2020-12-31  
    $     $  
Sales tax receivable   69,306     21,011  
Advances to a company (1)   4,345,627     17,139  
Accounts receivable   26,213,087     28,834,941  
Safety deposits with guarantor (2)   661,758     692,766  
Service deposits (3)   974,500     974,500  
Subscriptions receivable   10,000     35,000  
    32,274,278     30,575,357  

(1) As per an agreement with a prospective customer of the Gold River platform, the Company agrees to advance an amount to secure the transaction on the platform during the first quarter of 2021. Transactions were successfully performed and the advance was reimbursed to the Company in the second quarter of 2021.

(2) As per an agreement with certain loan insurance provider, ASCS, a subsidiary of the Company must maintain a deposit with a loan insurance provider representing 10% of the value of loans serviced by ASCS on behalf of the certain Commercial Bank guaranteed by loan insurer providers. ASCS third party financial partners and the Company's ASFC subsidiary have a three-way agreement in place with ASCS under which third party financial partner and ASFC are jointly responsible for providing and maintaining the 10% safety deposit with a loan insurance provider on behalf of ASCS in exchange for a service fee representing a percentage of the amount of the safety deposit provided. The agreement indicates that in case of default by the borrowers, ASCS will retrieve all the rights to realize the collateral.

(3) As per an agreement signed with a third party, ASDS, a subsidiary of the company, provides a deposit to which will be used to help to get capital support from financial institutions such as banks and lenders in mainland China. The deposit will be returning to ASDS in the case of the cessation of the agreement. In exchange, ASDS is entitled to charge 2% referral fee upon each transaction of truck financial leasing recorded by the hauling company platform of Xi'an Xinruifeng. ASDS retains all the right of recovering the 0.974 million CAD Deposit per agreement signed.

Debtors amounts are presented on the consolidated statements of financial position net of the allowance for doubtful accounts. In measuring the expected credit losses, the accounts receivables have been assessed on a collective basis as they possess shared credit r isk characteristics. They have been grouped based on the days past due. The expected loss rates are based on the payment profile for sales based on historical credit losses. Accounts receivables are written off by taking in consideration third party guarantee on payment of debtors and if there is no reasonable expectation of recovery.

When measuring the expected credit losses of other debtors, Advances to a company, Safety deposits with guarantor, Service deposits, Subscriptions receivable and advances to an affiliated company, are assessed individually due to the low number of accounts. The expected loss rates are based on the payment profile of debtor, assessed by the company's lending hub system.

Debtors are written off (i.e. de-recognized) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Issuer on alternative payment arrangements, amongst other things, are co nsidered indicators of no reasonable expectation of recovery. As at March 31, 2021 an amount of $218,262 ($273,932 at December 31, 2020) was registered for expected credit loss for debtors.


 

14

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

7 - PROPERTY AND EQUIPMENT

    Right-of-use     Office              
    assets     equipment     Vehicles     Total  
          $     $     $  
Gross carrying amount                        
Balance as at January 1,2021   1,136,485     122,336     205,358     1,464,179  
Acquisitions   147,059     1,597     -     148,656  
Disposals   -     -     (13,433 )   (13,433 )
Balance as at March 31, 2021   1,283,544     123,933     191,925     1,599,402  
                         
Accumulated amortization                        
Balance as at January 1, 2021   800,066     70,352     64,389     934,807  
Amortization   69,157     10,107     12,230     91,494  
Disposals   -     -     (7,444 )   (7,444 )
Exchange differences   30,584     800     1,782     33,166  
Balance as at March 31, 2021   899,807     81,259     70,957     1,052,023  
Net carrying amount as at March 31, 2021   383,737     42,674     120,968     547,379  
                         
Gross carrying amount                        
Balance as at January 1, 2020   897,453     106,196     205,358     1,209,007  
Acquisition   239,032     16,140     -     255,172  
Balance as at December 31, 2020   1,136,485     122,336     205,358     1,464,179  
                         
Accumulated amortization                        
Balance as at January 1, 2020   415,644     36,546     22,374     474,564  
Amortization   406,762     36,820     50,112     493,694  
Exchange differences   (22,340 )   (3,014 )   (8,097 )   (33,451 )
Balance as at December 31, 2020   800,066     70,352     64,389     934,807  
Net carrying amount as at December 31, 2020   336,419     51,985     140,969     529,372  


 

15

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

8 - INTANGIBLE ASSETS

    Loan servicing                    
    servicing           Cubeler        
    agreement     Gold River     Interface     Total  
    $     $     $     $  
Gross carrying amount                        
Balance as at January 1, 2021   1,430,000     2,461,348     2,413,059     6,304,407  
Acquisition   -     -     325,783     325,783  
Balance as at March 31, 2021   1,430,000     2,461,348     2,738,842     6,630,190  
                         
Accumulated amortization                        
Balance as at January 1, 2021   286,000     2,461,348     393,182     3,140,530  
Amortization   35,750     -     30,734     66,484  
Exchange differences   -     -     26,845     26,845  
Balance as at March 31, 2021   321,750     2,461,348     450,761     3,233,859  
Net carrying amount as at March 31, 2021   1,108,250     -     2,288,081     3,396,331  
                         
Gross carrying amount                        
Balance as at January 1, 2020   1,430,000     2,461,348     1,354,774     5,246,122  
Acquisition   -     -     1,058,285     1,058,285  
Balance as at December 31, 2020   1,430,000     2,461,348     2,413,059     6,304,407  
                         
Accumulated amortization                        
Balance as at January 1, 2020   143,000     2,461,348     242,364     2,846,712  
Amortization   143,000     -     236,850     379,850  
Exchange differences   -     -     (86,032 )   (86,032 )
Balance as at December 31, 2020   286,000     2,461,348     393,182     3,140,530  
Net carrying amount as at December 31, 2020   1,144,000     -     2,019,877     3,163,877  

9 - ACCOUNTS PAYABLE, ADVANCES AND ACCRUED LIABILITIES

    2021-03-31     2020-12-31  
    $     $  
Trade accounts payable and accruals   20,381,517     22,717,164  
Advance from third party, annual interest 10%   990,204     1,391,001  
Advance from a director, no interest (note 19)   9,595     270,911  
Advance from third party, no interest   2,451,339     2,140,217  
Advance from an affiliated company (notes 6 and 19)   143,099     40,134  
    23,975,754     26,559,427  

10 - LEASE LIABILITIES

    2021-03-31     2020-12-31  
    $     $  
Balance - beginning of year   239,507     452,528  
Additions   147,059     239,032  
Accretion interest   6,323     30,426  
Lease payments   (12,592 )   (517,170 )
Effect of exchange rate change on obligation   (12,759 )   34,691  
Balance - end of period   367,538     239,507  
Current Portion   177,415     117,709  
    190,123     121,798  


 

16

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

10 - LEASE LIABILITIES (CONTINUED)

Following is a summary of the Company's obligations regarding lease payments:

    Payment due by period  
    1 year     2-5 years     Beyond 5 years     Total  
    $     $     $     $  
As at December 31, 2020                        
Lease payments   187,204     200,613     -     387,817  
                         
As at December 31, 2020                        
Lease payments   116,864     120,922     -     237,786  

11 - DEBENTURES

The movement in debentures during the years ended December 31, 2020 and December 31, 2019, was as follows:

    2021-03-31     2020-12-31  
    $     $  
Debenture issued of December 19, 2018   -     -  
Debenture issued of April 24, 2019   -     23,311  
Debenture issued of January 15, 2020   -     -  
Balance - end of period / year   -     23,311  
Current portion   -     23,311  
    -     -  

11 a)   Debenture issuance of December 19, 2018

During the three-month period ended March 31, 2021, Nil (three-month period ended March 31, 2020 - 800,000) warrants were exercised at a price of $0.50 per share following surrendering of debentures for a total face value of $ Nil (three-month period ended March 31, 2020 - $400,000) (note 14.3 (b)).

11 b) Debenture issuance of April 24, 2019

The movement during the three-month period ended March 31, 2021 and the year ended December 31, 2020, relating this debenture can be summarised as follows:

    2021-03-31     2020-12-31  
    $     $  
Balance at the beginning   23,311     137,638  
Accretion of debentures   683     23,452  
Conversion of debentures   (23,994 )   (137,779 )
Balance at the end   -     23,311  

During the three-month period ended March 31, 2021, $85,000 (three-month period ended March 31, 2020, $Nil) face value of debentures were converted to 170,000 (three-month period ended March 2020 - Nil) common shares of the Company at a price of $0.50 per share (notes 14.2 (a)).

12 - SHAREHOLDERS' EQUITY

12.1 Authorized share capital

The share capital of the Company consists of an unlimited number of common shares without par value.

Share Consolidation

Effective July 28, 2020, the Company consolidated its issued and outstanding common shares on the basis of one post-consolidation share for 10 pre-consolidation shares. Unless otherwise stated, all share amounts have been restated retrospectively to reflect this share consolidation.


 

17

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

12 - SHAREHOLDERS' EQUITY (CONTINUED)

12.2 Description of the shareholders' equity operations during the three-month period ended March 31, 2021

a) During the three-month period ended March 31, 2021, $85,000 of secured debentures with a conversion price of $0.50 per share were converted into common shares of the Company. At the date of conversion these debentures had an amortized cost totaling $23,994. The Company therefore issued 170,000 common shares to the debenture holders and recorded $23,994 in share capital. In addition, amounts of $3,489 related to these debenture conversions, were transferred to capital stock from conversion options in the consolidated statement of financial position.

b) During the three-month period ended March 31, 2021, the Company issued 27,466 common shares at an average price of $1.23 per share to settle $33,900 of debts related to services received by the Company, of which $15,000 was recorded in public relations fees in the consolidated statements of comprehensive loss, $18,900 was recorded against accounts payable and accruals in the consolidated statement of financial position.

c) During the three-month period ended March 31, 2021, the Company issued 9,864,631 common shares at an average exercise price of $0.37 per share for total proceeds of $3,708,161 upon the exercise of share purchase warrants, and $1,525,179 related to exercised warrants were transferred from contributed surplus to share capital (note 14.4).

12.3 Description of the shareholders' equity operations during the three-month period ended March 31, 2020

a) On February 3, 2020, the Company closed a private placement consisting of the sale of 1,440,000 units (a ''Unit'') at a price of $0.40 per Unit for proceeds of $576,000. Each unit consists of one (1) common share and half (1/2) common share purchase warrant. Each warrant entitles the holder to purchase one (1) share of the Company at the price of $1.00 each for a period of twenty-four (24) months from the date of issuance.

The fair value of the 720,000 warrants was $69,484. The value attributed to contributed surplus was $55,782. The fair value was calculated using the Black & Scholes option pricing model and the following weighted average assumptions:

Share price at the date of grant

$0.45

Expected life

2 years

Risk-free interest rate

1.42%

Expected volatility (1)

128%

Dividend

0%

Exercise price at the date of grant

$1.00

b) During the three month-period ended March 31, 2020, $400,000 of secured debentures were surrendered to exercise share purchase warrants at a price of $0.50 per share pursuant to the private placement closed in December 2017. At the date of conversion these debentures had a amortised cost totalling $345,847. The Company therefore issued 800,000 common shares at a price of $0.43 per share to the debenture holders and recorded $345,847 in share capital. In addition, a corresponding residual value of $79,322 attributed to these warrants was transferred to capital stock from contributed surplus.


 

18

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

12 - SHAREHOLDERS' EQUITY (CONTINUED)

12.3 Description of the shareholders' equity operations during the three-month period ended March 31, 2020 (Continued)

c) During the three-month period ended March 31, 2020, the Company issued 575,000 common shares at an average price of $0.43 per share to settle $250,000 of debts related to services received by the Company, all of which was recorded in consulting fees in the consolidated statements of comprehensive loss.

d) During the three-month period ended March 31, 2020, the Company granted 150,000 compensation warrants to service providers in return for the provision of services to the Company at a weighted average exercise price of $0.50 per common share with issuance periods ranging from twelve to thirty six months.

The fair value of the 150,000 warrants totalled $41,878, all of which was recorded as consulting fees in the consolidated statements of comprehensive loss, with the credit recorded in contributed surplus. The fair value of the warrants was calculated using the Black & Scholes option pricing models and the following weighted average assumptions:

 

Share prices at the date of grant

$0.455

Expected life

2 years

Risk-free interest rate

1.42%

Expected volatility (1)

128.0%

Dividend

0%

Exercise price at the date of grant

$0.500

(1) The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options for each evaluation of fair value using the Black & Scholes option pricing model.

12.4 Warrants

The outstanding warrants as at March 31, 2021 and December 30, 2020 and the respective changes during the three-month periods then ended, are summarized as follows:

          2021-03-31           2020-12-31  
          Weighted           Weighted  
    Number of     average     Number of     average  
    warrants     exercise price     warrants     exercise price  
          $           $  
Outstanding, beginning of period   29,325,500     0.483     19,069,500     0.610  
Granted   -     -     26,930,000     0.328  
Expired   -     -     (1,430,000 )   0.500  
Extended   -     -     1,140,000     0.500  
Exercised   (9,864,631 )   0.380     (16,384,000 )   0.390  
                         
Outstanding and exercisable, end of period   19,460,869     0.534     29,325,500     0.483  


 

19

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

12 - SHAREHOLDERS' EQUITY (CONTINUED)

12.4 Warrants (Continued)

As of March 31, 2021 and December 31, 2020, the number of outstanding warrants which could be exercised for an equivalent number of common shares is as follows:

          2021-03-31           2020-12-31  
    Number     Exercise price     Number     Exercise price  
          $           $  
Expiration date                        
February 2021   -     0.500     1,000,000     0.50  
April 2021   7,500     0.500     7,500     0.50  
April 2021   370,000     0.500     370,000     0.50  
July 2021   100,000     0.800     100,000     0.80  
September 2021   610,000     0.400     610,000     0.40  
October 2021   50,000     0.400     100,000     0.40  
October 2021   250,000     0.750     250,000     0.75  
December 2021   6,270,000     0.800     6,600,000     0.80  
January 2022   -     0.800     300,000     0.80  
February 2022   720,000     1.000     720,000     1.00  
June 2022   -     0.500     386,667     0.50  
June 2022   580,000     0.570     580,000     0.57  
June 2022   333,333     0.610     333,333     0.61  
June 2022   -     1.200     1,400,000     1.20  
July 2022   1,740,000     0.250     2,390,000     0.25  
August 2022   5,087,380     0.250     10,334,000     0.25  
October 2022   2,300,000     0.400     2,300,000     0.40  
October 2022   500,000     0.750     500,000     0.75  
November 2022   500,000     0.750     1,000,000     0.75  
May 2023   34,656     0.500     36,000     0.50  
May 2023   8,000     1.000     8,000     1.00  
    19,460,869           29,325,500        

13 - SHARE-BASED PAYMENTS

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may, from time to time, at its discretion and in accordance with the Exchange regulations, grant to directors, officers, employees and others providi ng similar services to the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares exercisable for a period of up to 5 years from the date of grant. The options reserved for issuance to any individual director, officer or employee will not exceed 5% of the issued and outstanding common shares and the number of common shares reserved for issuance to others providing services will not exceed 2% of the issued an d outstanding common shares. Options may be exercised as of the grant date for a period determined by the Board, but shall not be greater than 5 years from the date of the grant and 90 days following cessation of the optionee's position with the Company. Pro vided that the cessation of office, directorships or employment or other similar service arrangement was by reason of death (in the case of an individual), the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option.


 

20

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 


13 - SHARE-BASED PAYMENTS (CONTINUED)

The outstanding options as at March 31, 2021 and December 31, 2020 and the respective changes during the three-month periods then ended, are summarized as follows:

          2021-03-31           2020-12-31  
          Weighted           Weighted  
    Number of     average     Number of     average  
    options     exercise price     options     exercise price  
          $           $  
Outstanding, beginning of period   8,703,500     0.668     5,102,500     0.680  
Granted   160,000     2.780     4,561,000     0.623  
Expired   -     -     (380,000 )   0.500  
Forfeited   -     -     (57,500 )   0.500  
Exercised   -     -     (522,500 )   0.500  
Outstanding end of period   8,863,500     0.707     8,703,500     0.668  
                         
Exercisable end of period   4,217,750     0.740     3,782,000     0.740  

The table below summarizes the information related to outstanding share options as at March 31, 2021.

    Range of     Number of     Weighted average remaining  
Maturity date   exercise price     options     contractual life (years)  
    $              
May 25, 2021   0.500     15,000     2 months  
July 8, 2021   0.850     1,050,000     4 months  
June 1, 2022   1.050     780,000     1 years and 3 months  
November 27, 2022   0.550     37,500     1 year and 8 months  
December 15, 2022   0.800     342,500     1 year and 9 months  
April 16, 2023   0.500     10,000     2 years and 1 months  
June 5, 2020   0.500     727,500     2 years and 3 months  
November 28, 2023   0.500     75,000     2 years and 8 months  
May 27, 2024   0.500     995,000     3 years and 2 months  
September 5, 2024   0.500     20,000     3 years and 6 months  
November 1, 2024   0.550     100,000     3 years and 8 months  
November 12, 2024   0.500     10,000     3 years and 8 months  
June 11, 2025   0.500     1,491,000     4 years and 3 months  
August 7, 2025   0.225     500,000     4 years and 5 months  
October 28, 2025   0.750     2,450,000     4 years and 7 months  
November 6, 2025   1.350     100,000     4 years and 8 months  
January 28, 2026   2.850     50,000     4 years and 9 months  
March 22, 2026   2.750     110,000     4 years and 11 months  
          8,863,500        


 

21

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

13 - SHARE-BASED PAYMENTS (CONTINUED)

The table below summarizes the information related to outstanding share options as at December 31, 2020.


    Range of     Number of     Weighted average remaining  
Maturity date   exercise price     options     contractual life (years)  
    $              
May 25, 2021   0.500     15,000     5 months  
July 8, 2021   0.850     1,050,000     7 months  
June 1, 2022   1.050     780,000     1 years and 6 months  
November 27, 2022   0.550     37,500     1 year and 11 months  
December 15, 2022   0.800     342,500     2 years  
April 16, 2023   0.500     10,000     2 years and 4 months  
June 5, 2020   0.500     727,500     2 years and 6 months  
November 28, 2023   0.500     75,000     2 years and 11 months  
May 27, 2024   0.500     995,000     3 years and 5 months  
September 5, 2024   0.500     20,000     3 years and 9 months  
November 1, 2024   0.550     100,000     3 years and 11 months  
November 12, 2024   0.500     10,000     3 years and 11 months  
June 11, 2025   0.500     1,491,000     4 years and 6 months  
August 7, 2025   0.225     500,000     4 years and 8 months  
October 28, 2025   0.750     2,450,000     4 years and 10 months  
Thursday, November 6, 2025   1.350     100,000     4 years and 11 months  
          8,703,500        

During the three-month period ended March 31, 2021 the Company recorded an expense of $344,690 related to stock-based compensation (three month period ended March 31, 2020 - $69,202). The offset was credited to contributed surplus.

13.1 Share-based payments granted to directors and employees during the three-month period ended March 31, 2021

a) During the three-month period ended March 31, 2021 the Company granted options to acquire 50,000 common shares of the Company at an average exercise price of $2.85 to a director.

The options vest over a two-year period and are exercisable over a period of five years .

The fair value of the options granted, amounting to $103,780, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$2.66

Expected life

5 years

Risk-free interest rate

0.46%

Volatility (1)

111%

Dividend

0%

Exercise price at the date of grant

$2.85

The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.


 

22

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

13 - SHARE-BASED PAYMENTS (CONTINUED)

13.2 Options granted to consultants during the three-month period ended March 31, 2021

a)

During the three-month period ended March 31, 2021 the Company granted options to acquire 110,000 common shares of the Company at an average exercise price of $2.75 to one of its service providers as part of an investors relations agreement.

The options vest over a period of nine months and are exercisable over a period of five years .

The fair value of the options granted, amounting to $235,434, was calculated using the Black & Scholes option pricing model using the following assumptions:

Share price at the date of grant

$2.74

Expected life

5 years

Risk-free interest rate

0.92%

Volatility (1)

109%

Dividend

0%

Exercise price at the date of grant

$2.75

The volatility was determined by using the Company's own historical volatility over a period corresponding to expected life of the share options.

13.3 Share-based payments granted to directors and employees during the three-month period ended March 31, 2020 There were no options granted to directors and employees during the three-month period ended March 31, 2020

13.4 Options granted to consultants during the three-month period ended March 31, 2020

There were no options granted to consultants during the three-month period ended March 31, 2020

14 - CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Company's capital management objectives are as follows:

- To ensure the Company's ability to continue its development;

- To provide an adequate return to shareholders.

The Company monitors capital on the basis of the carrying amount of equity which represents $35,791,873 ($32,614,250 as at December 31, 2020).

The Company manages its capital structure and makes adjustments to it to ensure it has sufficient liquidity and raises capital through stock markets to continue its development.

The Company is not subject to any externally imposed capital requirements.


 

23

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

 15 - FINANCIAL INSTRUMENTS

15.1 Classification of financial instruments

As at March 31,2021 and December 31, 2020, the carrying amount of financial assets and financial liabilities were as follows:

                2021-03-31  
    Assets and     Assets and        
    liabilities     liabilities        
    carried at     carried at     Total  
    fair value     amortized cost     carrying value  
    $     $     $  
Financial assets                  
Financial assets measured at amortized cost                  
Cash         4,122,403     4,122,403  
Restricted Cash         80,131     80,131  
Debtors         32,204,972     32,204,972  
Loans receivable         19,533,575     19,533,575  
Deposits for investments         194,900     194,900  
    -     56,135,981     56,135,981  
                   
Financial liabilities                  
Financial liabilities measured at amortized cost                  
Accounts payable and accrued liabilities         23,975,754     23,975,754  
Bonds         271,825     271,825  
CEBA Loan         40,000     40,000  
    -     24,287,579     24,287,579  

                2020-12-31  
    Assets and     Assets and        
    liabilities     liabilities        
    carried at     carried at     Total  
    fair value     amortized cost     carrying value  
    $     $     $  
Financial assets                  
Financial assets measured at amortized cost                  
Cash         5,873,876     5,873,876  
Restricted Cash         80,091     80,091  
Debtors         29,248,478     29,248,478  
Loans receivable         19,424,689     19,424,689  
Deposits for investments         194,900     194,900  
    -     54,822,034     54,822,034  
                   
Financial liabilities                  
Financial liabilities measured at amortized cost                  
Accounts payable and accrued liabilities         25,128,066     25,128,066  
Debentures         23,311     23,311  
Bonds         258,933     258,933  
CEBA Loan         40,000     40,000  
Financial liabilities carried at fair value                  
Conversion option   (3,489 )         (3,489 )
    (3,489 )   25,450,310     25,446,821  


 

24

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

   

 15 - FINANCIAL INSTRUMENTS (CONTINUED)

15.2 Financial risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The main risks the Company is exposed to are credit risk (see note 5), market risk and liquidity risk.

The Company does not actively engage in the trading of financial instruments for speculative purposes.

No changes were made in the objectives, policies and processes related to financial instrument risk management during the reporting periods.

The most significant financial risks to which the Company is exposed are described below.

15.3 Financial risks

15.3.1 Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk management serves to maintain a sufficient amount of cash and to ensure that the Company has financing sources for a sufficient amount. The Company's objective is to maintain a cash position sufficient to cover the next twelve-month obligations (notes 2 ).

The Company's non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarized below:

                2021-03-31  
                   
          Current     Long-term  
    Within           More  
    6 months     6 to 12 months     than 12 months  
    $     $     $  
Accounts payable and accrued liabilities   23,975,754     -     -  
Bonds   -     -     400,000  
CEBA loan   40,000     -     -  
    24,015,754     -     400,000  

                2020-12-31  
                   
          Current     Long-term  
    Within           More  
    6 months     6 to 12 months     than 12 months  
    $     $     $  
Accounts payable and accrued liabilities   26,749,055     -     -  
Debentures   25,000     -     -  
Bonds   -     -     400,000  
CEBA loan   40,000     -     -  
                   
    26,814,055     -     400,000  


 

25

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

 15 - FINANCIAL INSTRUMENTS (CONTINUED)

The breakdown in Finance costs during the three-month period ended March 31, 2021 and 2020 is as follows:

15.4 Finance costs

    2021-03-31     2020-03-31  
    (3 months)     (3 months)  
Interest on debentures   333     67,342  
Interest on lease liabilities (note 10)   6,436     9,188  
Interest on security deposit and advances   28,233     47,353  
Interest on bonds   10,000     -  
Interest income   (9,157 )   (4,970 )
Accretion on debentures and bonds   6,924     139,229  
Total interest expense   42,769     258,142  
Miscellaneous   2,064     1,808  
    44,833     259,950  

15.5 Fair value

The following methods and assumptions were used to determine the estimated fair value for each class of financial instruments:

- The fair value of cash, loans receivables and debtors (except sales tax receivables) , accounts payable and accrued liabilities approximate their carrying amount, given the short-term maturity;

- The fair value of the debentures is estimated using a discounted cash flow approach and approximate their carrying amount.

- The fair value of contingent compensation payable related to the acquisition of certain assets and personnel from Wuxi Wenyi Financial Services Co. (note 4) is estimated by probability-weighted cash outflows and reflect management's estimate of a 80% probability that the contract's target level will be achieved and the expected Company's share price.

The Company categorized its financial instruments based on the following three levels of inputs used for fair value measurements:

Level 1:Quoted prices (unadjusted) in active markets for identical assets and liabilities;

Level 2:Inputs other than quoted prices included in Level 1 that are observable for the assets and liability, either directly (i.e. as prices)
 or indirectly (i.e. derived from prices);

Level 3:Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Debentures are level 2 under the fair value hierarchy.

Contingent compensation payable and the option conversion are level 3 under the fair value hierarchy.


 

26

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

 16 - RELATED PARTY TRANSACTIONS

The Company's related party transactions do not include, unless otherwise stated, special terms and conditions. No guarantees were given or received. Outstanding balances are usually settled in cash.

Transactions with key management personnel, officers and directors

The Company's key management personnel are, the CEO, the CFO , the China CEO and the members of the Board. Their remuneration includes the following expenses:

    2021-03-31     2020-03-31  
    (3 months)     (3 months)  
    $     $  
Salaries, bonus and fringe benefits   141,420     121,186  
Share-based payments   312,158     48,622  
Royalty- Cubeler   30,776     30,873  
Interest revenue on advance   -     (859 )
Management fees paid to a company held by a director   -     5,775  
Interest on debentures   -     200  
Total   484,354     205,797  

These transactions occurred in the normal course of operations and have been measured at fair value.

As at March 31, 2021, and December 31, 2020 the condensed interim consolidated statement of financial position includes the following amounts with related parties:

    2021-03-31     2020-12-31  
    $     $  
Advance from a director to a subsidiary, no interest   9,595     270,911  
Subscriptions to be received   -     25,000  
Payable to an affiliated company   (70,910 )   (40,134 )
             
    (61,315 )   255,777  

The Company's related party transactions do not include, unless otherwise stated, special terms and conditions. No guarantees were given or received. Outstanding balances are usually settled in cash.

17 - SEGMENT REPORTING

The Company has determined that there were two operating segments, which are defined below. For presentation purposes, other activities are grouped in the 'Other' heading. Each operating segment is distinguished by the type of products and services it offers and is managed separately as each requires different business processes, marketing approaches and resources. All inter-segment transfers are carried out at arm's length prices based on prices charged to unrelated customers in stand-alone sales of identical goods and services.

The operating segments are detailed as follows:

Fintech Platform

The Fintech Platform segment comprises the procurement and distribution of products within supply chain or facilitating transactions in the commercial lending industry through technology platforms.


 

27

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

 17 - SEGMENT REPORTING (CONTINUED)

Financial Services

The Financial Services segment encompasses providing commercial loans to entrepreneurs and SMEs and the activity of providing turn-key credit outsourcing services to banks and other lending institutions.

Both operating segments are geographically located in China.

Other

The "other" category includes the activity and unallocated portion of the Canadian parent company's services and all non-operating holdings registered in Hong Kong and China.

The segment information for the three-month periods ended March 31, 2021, and 2020 are as follows:

 

    Three months ended 2021-03-31   
    Fintech     Financial     Other     Elimination     Total  
    Platform     Services                    
          $     $     $     $  
Revenues (1)                              
Financial service revenue   -     592,815     -     -     592,815  
Fees/sales from external customers   804,080     231,067     -     -     1,035,147  
Supply chain services   12,578,180     -     33,634           12,611,814  
Inter-segment   89,165     11,034     79,162     (179,361 )   -  
Total revenues   13,471,425     834,916     112,796     (179,361 )   14,239,776  
Expenses                              
Depreciation and amortization   79,768     72,717     5,493           157,978  
Interest expense   26,111     1,636     17,086           44,833  
All other expenses   12,791,220     405,551     1,107,280     (179,361 )   14,124,690  
Total expenses   12,897,099     479,904     1,129,859     (179,361 )   14,327,501  
Profit (loss) before tax   574,326     355,012     (1,017,063 )   -     (87,725 )
Income tax   199,521     95,337     7,119           301,977  
Net profit (loss)   374,805     259,675     (1,024,182 )   -     (389,702 )
Non-controlling interest   235,783     140,146     -           375,929  
Net profit (loss) attributable to owners of the parent   139,022     119,529     (1,024,182 )   -     (765,631 )
                               
Segmented assets   36,019,104     24,002,263     28,860,091     (26,734,172 )   62,147,286  


 

28

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

17 - SEGMENT REPORTING (CONTINUED) Other (continued)

    Three months ended 2020-03-31  
    Fintech     Financial     Other     Elimination     Total  
    Platform     Services                    
          $     $     $     $  
Revenues (1)                              
Financial service revenue   -     960,372     -     -     960,372  
Fees/sales from external customers   617,453     233,713     -     -     851,166  
Supply chain services   2,137,857     -     -     -     2,137,857  
Inter-segment   184,892     -     73,909     (258,801 )   -  
Total revenues   2,940,202     1,194,085     73,909     (258,801 )   3,949,395  
Expenses                              
Depreciation and amortization   56,901     127,677     25,349     -     209,927  
Interest expenses   37,350     15,195     207,406     -     259,951  
Impairment of intangible asset   -     -     -     -     -  
Loss on extinction of debt   -     -     -     -     -  
Gain on bargain purchase   -     -     -     -     -  
Loss on fair value variation   -     -     -     -     -  
All other expenses   2,332,674     1,130,674     926,528     (258,801 )   4,131,075  
Total expenses   2,426,925     1,273,546     1,159,283     (258,801 )   4,600,953  
Profit (loss) before tax   513,277     (79,461 )   (1,085,374 )   -     (651,558 )
Income tax (recovery)   143,022     11,115     -     -     154,137  
Net profit (loss)   370,255     (90,576 )   (1,085,374 )   -     (805,695 )
Non-controlling interest   156,426     (69,345 )   -     -     87,081  
Net profit (loss) attributable to owners of the parent   213,829     (21,231 )   (1,085,374 )   -     (892,776 )
                               
Segmented assets   9,961,367     23,942,252     17,521,266     (18,588,183 )   32,836,702  

(1): Revenues from external customers have been identified on the basis of the customer's geographical location, which is China.

The Company's non-current assets (other than financial instruments) are located in the following geographic regions:

    2021-03-31     2020-12-31  
    Non-current     Non-current  
    Assets     Assets  
    $     $  
China   3,127,391     2,841,180  
Canada   1,108,250     1,144,000  
Total   4,235,641     3,985,180  


 

29

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

 

18 - NON-CONTROLLING INTERESTS

The Company controls two subsidiaries that have significant non-controlling interests (NCIs).


 

2021-03-31

2020-12-31

 

% ownership

% ownership

 

and voting rights

and voting rights

Entities

held the by NCIs

held the by NCIs

Asia Synergy Supply Chain Ltd ("ASSC")

49%

49%

Asia Synergy Financial Capital Ltd ("ASFC")

49%

49%


    Total comprehensive income              
    allocated to NCI     Accumulated NCI  
    Three-month                    
    period ending     Year ending     As at     As at  
    2021-03-31     2020-12-31     2021-03-31     2020-12-31  
Asia Synergy Supply Chain Ltd   234,976     921,521     1,569,557     1,334,581  
Asia Synergy Financial Capital Ltd   21,996     407,414     10,457,935     10,435,939  
    256,972     1,328,935     12,027,492     11,770,520  

No dividends were paid to NCIs during the three-month period ended March 31, 2021 and the year ended December 31, 2020 .

Summarised financial information for ASSC and ASFC before intragroup eliminations are as follows:

    ASSC     ASFC  
    2021-03-31     2020-12-31     2021-03-31     2020-12-31  
    $     $     $     $  
Current assets   24,939,559     26,997,077     19,095,429     18,770,871  
Non-current assets   724     853     4,222,543     4,360,915  
Total assets   24,940,283     26,997,930     23,317,972     23,131,786  
                         
Current liabilities   21,737,105     24,274,295     1,832,485     1,689,668  
Non-current liabilities   -     -     142,762     144,283  
Total liabilities   21,737,105     24,274,295     1,975,247     1,833,951  
                         
Equity attributable to owners of the parent   1,633,621     1,389,054     10,884,790     10,861,896  
                         
Non-controlling interests   1,569,557     1,334,581     10,457,935     10,435,939  


 

30

PEAK FINTECH GROUP INC.

 

Notes to Condensed Interim Consolidated Financial Statements

 

For the three-month periods ended March 31, 2021 and 2020

 

(In Canadian dollars)

 

(Unaudited)

 

 

 

 18 - NON-CONTROLLING INTERESTS (CONTINUED)

    ASSC     ASFC  
    Three-month           Three-month        
    period ending     Year ending     period ending     Year ending  
    2021-03-31     2020-12-31     2021-03-31     2020-12-31  
    $     $     $     $  
Revenue   13,082,260     38,409,836     592,815     2,446,058  
Profit for the year attributable to owners of the parent   245,407     958,850     145,866     189,077  
Profit for the year attributable to NCIs   235,783     921,248     140,146     181,662  
Profit for the year   481,190     1,880,097     286,012     370,739  
                         
Other comprehensive income ("OCI") for the year                        
OCI attributable to the owners of the parent   (840 )   285     (122,972 )   234,967  
OCI attributable to NCIs   (807 )   273     (118,150 )   225,752  
OCI for the year   (1,647 )   558     (241,122 )   460,719  
                         
Total comprehensive income for the year attributable to the owners of the parent   244,567     959,134     22,894     424,043  
                         
Total comprehensive income for the year attributable to NCIs   234,976     921,521     21,996     407,414  
                         
Total comprehensive income for the year   479,543     1,880,655     44,890     831,458  
                         
Net cash used in operating activities   2,465,438     (858,763 )   (540,182 )   2,381,805  
Net cash used in investing activities   -     -     (926,739 )   (289,146 )
Net cash from financing activities   (2,537,190 )   780,837     7,929     (460,089 )
                         
Net cash (outflow) inflow for the year   (71,752 )   (77,926 )   (1,458,991 )   1,632,570  

19 - COMPARATIVE FIGURES

Certain comparative figures have been reclassified in order to comply with the basis of presentation adopted in the current year.

20 - SUBSEQUENT EVENTS

On May 13, 2021, the Company granted 20,000 options to new employees at an exercise price of $2.40 per share. The options are vesting over a twenty-four-month period following the date of granting and will be exercisable over a period of five years expiring in May 2026.