Predictmedix Inc 20-F for FY2023
Predictmedix Inc. (PMEDF)
About this 20-F
Predictmedix Inc filed this 20-F on June 16, 2023, covering the fiscal year ended January 31, 2023 (FY2023).
Headline figures
Fiscal year ended January 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 35.02K CAD
- down 74.0% from 134.82K CAD a year earlier
- Net loss
- 2.07M CAD
- compared with a net loss of 1.88M CAD a year earlier
- Diluted EPS
- -0.02 CAD
- compared with -0.02 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
(Exact Name of the Registrant as Specified in its Charter)
(Address of Principal Executive Offices and Zip Code)
(
(Registrant's Telephone Number, Including Area Code)
Title of Each Class __________________________ |
Trading Symbol _________________________ PMEDF |
Names of Each Exchange on Which Registered ___________________________ OTCQB |
Securities to be registered pursuant to Section 12(g) of the Act: None
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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the registration statement:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ |
as issued |
Other ☐ |
| by the International Accounting Standards Board ☒ |
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
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TABLE OF CONTENTS
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EXPLANATORY NOTE
Predictmedix Inc. (the "Company" or the "Issuer") was incorporated in the Province of British Columbia and is a reporting issuer in the Canadian Provinces of British Columbia Alberta and Ontario. Shares of the Company's no par value common stock (referred to herein as "Common Shares" or "common shares") are listed for trading on the Canadian Securities Exchange in Canada, under the symbol "PMED:CSE". The common shares are also quoted on the OTCQB® under the symbol "PMEDF." The Company's head office is located at 77 King Street W, Suite 3000, Toronto, Ontario M5K 1G8, Canada.
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In this Annual Report on Form 20-F (this "Annual Report" or this "Form 20-F), all references to "PredictMedix," "Predictmedix," the "Company," "our," "us" or "we" refer to Predictmedix Inc. and its subsidiaries, unless the context clearly requires otherwise.
We report under International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS"). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our Management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as "expects", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Any investment in our common shares involves a high degree of risk. You should carefully consider the information contained in this Annual Report before you decide to invest in our common shares. In particular, each of the Risk Factors described in "Item 3.D - Risk Factors" herein may materially and adversely affect our business objectives, plan of operation and financial condition. These risks may cause the market price of our common shares to decline, which may cause you to lose all or a part of the money you invested in our common shares. These risks include factors we cannot control, including:
- raising future equity capital to support our operations,
- obtaining the patent protection we have applied for,
- market acceptance and demand for our products,
- retaining our key personnel, and
- the impact on the world economy of coronavirus ("COVID-19").
Although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 3.D - Risk Factors" and elsewhere in this Annual Report. These forward-looking statements apply only as of the date of this Annual Report. We assume no duty and do not undertake to update the forward-looking statements.
PRELIMINARY STATEMENT
The Company's business is focused on developing artificial intelligence ("AI") powered technologies for general workplace health and safety, and for the health care industry. In particular, the Company has developed A technology for the identification and detection of infectious disease symptoms (including COVID-19), sometimes referred to in this Annual Report as our Infectious Disease Symptom Screening Solutions ("IDSS") and marketed in North America under the name "Safe Entry System." In addition, the Company is developing AI powered products that address (1) detection of alcohol and/or cannabis impairment in individuals; (2) mental illness screening; and (3) remote patient monitoring and treatment plans, sometimes referred to herein as the Mobile Wellbeing product. The following is a description of our primary product, the IDSS, and the products under development. The following is a summary of the Company's products. For more information, please see the Company's Management Discussion and Analysis included with this Report as Exhibit 15.4.
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| Disease Symptom Screening Solutions ("IDSS") | Our primary product that is being marketed and sold currently. All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks") is the constructor and selling agent for the Company's Safe Entry Systems in North America. An initial license fee is received by the Company from customers when a Safe Entry System is sold or leased by Juiceworks. The Company then will receive a recurring monthly licensing fee from customers. A formal agreement with Juiceworks covering exclusive fabrication rights and non-exclusive selling rights is under discussion but has not been completed as of the date of this Annual Report. Outside of North America, the Company intends to market and sell the Safe Entry System directly, however, the Company may enter into arrangements with third parties similar to the arrangement with Juiceworks to cover other territories. As a screening system, our IDSS does not render conclusive diagnoses, nor can it identify asymptomatic cases. Rather, it can (and should) be used to identify persons who are more likely to test positive for certain infectious diseases and refer such persons to undergo a more definitive test, such as a rapid COVID test. Our IDSS marketing targets potential customers who may have to rapidly screen large numbers of people where it is not practical to diagnostically test all of them. Such a situation arises in many public events. In a place where large numbers of people are to be admitted to a common area, the IDSS could be used to identify individuals who are more likely to test positive and yield a smaller pool of individuals who could then undergo a rapid diagnostic test prior to admission. Our IDSS screening stations will be networked and will collect data on an entirely anonymous basis that will enhance the performance of our IDSS screening stations everywhere. Our AI technology incorporates machine learning techniques that enables the system to improve accuracy as additional data is available. |
| Safe Entry Scanner - Evolution of this Product into "Fit for Duty" |
As the urgency of COVID screening has diminished in the last fiscal year, we have expanded the functionality and scope of the Safe Entry technology. The Safe Entry Scanner ("Safe Entry") began as an advanced screener for identifying symptoms of Covid-19. More recently we began expanding Safe Entry's capabilities to identify signs of impairment from alcohol and cannabis. After numerous trade shows, demos, events, and client placements we understood the demand from multiple industries for a complete solution to ensure employee health and safety. Safe Entry has now evolved into a Fit for Duty solution as we call it, identifying not only signs of infectious diseases and impairment, but also signs of extreme fatigue, key vitals, and other important metrics for identifying overall work readiness. |
| Fitness Scan | This AI based technology (which is under development) provides a comprehensive analysis of an athlete's fitness level, enabling them to assess their strength and address areas for growth. In addition, this technology can assist with talent identification and injury prevention. The overall objective is to help athletes achieve their performance goals. The vision is to bring seamless AI tools to the sports industry to maximize performance. The technology runs on the existing Safe Entry System and we are currently in discussions with multiple groups in the fitness/sporting sector in Asia. This will be rolled out using the same business model as other technologies whereby there will be an option for a monthly lease along with an option to purchase the hardware and then pay monthly charges. |
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| Triage Solution | The technology uses advanced artificial intelligence algorithms to analyze patient vital signs and provide medical staff with real-time information to help make informed treatment decisions. The technology uses advanced artificial intelligence algorithms to analyze patient vital signs and provide medical staff with real-time information to help make informed treatment decisions. The Company's triage solution aims to improve the efficiency of hospital workflows and reduce the time it takes to diagnose and treat patients. The Company's Triage Solution incorporates the measurement and analysis of the following vital parameters: temperature, eye redness, heart rate, respiration rate, fatigue, weight, BMI, BMR, blood pressure, heart rate variability, skeletal muscle, resting metabolism, visceral fat, body fat percentage, bone mass, and alcohol/cannabis impairment. The solution uses the hardware configuration of a Safe Entry Station and has been deployed in 3 Hospitals in India and Indonesia. The business model is similar to fitness scan. |
| Products Under Development | |
| Impairment Detection Screening | Our Impairment Detection Screening scanner is under development and is not being marketed or sold currently. The product incorporates the Company's proprietary AI technology and is being developed to detect cannabis and/or alcohol drug impairment in individuals. The product will be developed as a screening station that is capable of making a recommendation as to whether individuals passing through the screening station should undergo additional definitive testing. |
| Mental Health Screening |
Our Mental Health Screening station is under development and is not being marketed or sold currently. The product will incorporate the Company's proprietary AI technology to detect behavioral and physiological indicators of mental illness such as depression, autism, ADHD and dementia. As a step in the screening process, persons would be asked to read a script while undergoing the scan that detects vocal qualities, vocal cadence and physiological factors such as blood flow in the face. The intended use for this product will be to screen for indicators of mental disorders and make recommendations as to whether individuals passing through the screening station should undergo additional evaluation. In this way, the system could be used as a triage tool at mental health centers, police stations or any setting where a preliminary mental health assessment is required, and mental health professionals are not readily available to perform an assessment or are over-taxed by an inflow of possible cases. This technology represents an ambitious application of the Company's AI technology and is in a developmental stage. A prototype is not expected prior to the second half of 2023 and may not be ready for public demonstration prior to 2024. |
| Remote patient monitoring and treatment plans application, sometimes referred to herein as the "Mobile Wellbeing product" or the "Mobile Wellbeing App" | This product was substantially developed by Mobile Wellbeing, a company that we acquired in July of 2020. The product is a telemedicine remote patient monitoring platform. We are currently adding modules to this platform that will enable us to use a patient's history and real time medical data, such as blood pressure or blood glucose level, to provide patients and their medical professionals with treatment plans for chronic disease management and in some cases lifesaving advance notice of when a patient should go to a hospital. This product also is under development and is not being marketed or sold by the Company currently. The Company anticipates onboarding beta-partners for Mobile Wellbeing during the second half of 2023. |
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Reserved
B. Capitalization and indebtedness.
Not Applicable.
C. Reasons for the offer and use of proceeds.
Not Applicable
D. Risk Factors
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In addition to the other information contained in this Annual Report on Form 20-F, investors should give careful consideration to the following factors, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Annual Report. If any of the following events described as risks or uncertainties actually occurs, the business, prospects, financial condition and operating results of the Company may suffer a material adverse effect. In that event, the market price of the Company's Common Shares could decline and investors could lose all or part of their investment. Additional risks and uncertainties presently unknown, or that are not believed to be material at this time, may, if realized, also impair or have a material adverse effect on the Company's operations. In addition to the risks described elsewhere and the other information contained in herein, prospective investors should carefully consider each of, and the cumulative effect of, all of the following risk factors. There is no assurance that risk management steps taken by the Company will avoid future loss due to the occurrence of the risks described below or other unforeseen risks.
Capital Constraints
As of the date of this Annual Report, the Company has limited working capital and is seeking private equity investment. There is no assurance that the Company will be successful in raising additional working capital. If the Company is unable to obtain further financing, the Company may be forced to severely reduce its marketing and development activity or cease operations entirely. If the Company is successful in raising private equity investment, current shareholders of the Company may be subject to dilution.
General Venture Company Risks
The common shares must be considered highly speculative due to the nature of the Company's business, the early stage of its deployment, its current financial position and ongoing requirements for capital. An investment in the common shares should only be considered by those persons who can afford a total loss of investment and is not suited to those investors who may need to dispose of their investment in a timely fashion. Investors should consult with their own professional advisors to assess the legal, financial and other aspects of an investment in common shares.
Uncertainty of Revenue Growth
For the twelve-month periods ended January 31, 2023, the Company did not generate substantial revenue from operations. There can be no assurance that the Company will be able to generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company may achieve, may not be indicative of future operating results. In addition, the Company may increase further its operating expenses in order to fund increases in its sales and marketing efforts and the Company may increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company's business, operating results and financial condition will be materially adversely affected.
Marketing, Sales and Fabrication is Undertaken by a Third Party
All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks") is the constructor and selling agent for the Company's Safe Entry Systems in North America. When a Safe Entry System is purchased by a customer, Juiceworks assembles the system at its own plant in Canada and ships it for installation. Juiceworks is authorized to market and sell the Safe Entry Stations in North America. Juiceworks receives all of the profit from those sales. The Company receives an ongoing licensing fee for the installation and use of its proprietary artificial intelligence ("AI") software in each Safe Entry Station that is sold. The Company does not have a formal agreement with Juiceworks and has implemented the foregoing relationship pursuant to an informal and largely oral understanding. While the Company expects to enter into a formal agreement with Juiceworks in the future, it is possible that when this process is undertaken that discussions will break down or that Juiceworks requires terms or conditions that are not acceptable to the Company. If this happens, the Company will seek an alternative third party to undertake the functions currently being handled by Juiceworks.
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The Company is looking to establish similar relationships with third parties in other parts of the world, including India. As a result, the Company's revenues will depend substantially on the efforts of others. These efforts may not be successful. The Company's most likely recourse would be to terminate marketing and sales efforts that are not successful.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: we are not required to provide the same level of disclosure on certain issues, such as executive compensation; we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction; for interim reports we may comply with our home country requirements which are less rigorous than the rules applicable to domestic issuers; and we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act. Our shareholders may not have access to certain information they may deem important and are accustomed to receive from U.S. reporting companies."
We are exposed to cybersecurity incidents resulting from deliberate attacks or unintentional events.
Cybersecurity incidents can result from deliberate attacks or unintentional events, and may arise from internal sources (e.g., employees, contractors, service providers, suppliers and operational risks) or external sources (e.g., nation states, terrorists, hacktivists, competitors and acts of nature). Cyber incidents include, but are not limited to, unauthorized access to information systems and data (e.g., through hacking or malicious software) for purposes of misappropriating or corrupting data or causing operational disruption. Cyber incidents also may be caused in a manner that does not require unauthorized access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users).
A cyber incident that affects our business or our service providers might cause disruptions and adversely affect their respective business operations and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.
Rapid Technological Development
The markets for the Company's AI-based products and services are characterized by rapidly changing technology and evolving industry standards, which could result in product obsolescence or short product life cycles. Accordingly, the Company's success is dependent upon the performance of its products in the field, its ability to anticipate technological changes in the industries it serves and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that the Company will successfully develop new products or enhance and improve its existing products or that any new products and enhanced and improved existing products will achieve market acceptance. Further, there can be no assurance that competitors will not market products that have perceived advantages over the Company's products or which render the products currently sold by the Company obsolete or less marketable.
Our Development Stage Products are Substantially Untested
Without substantial testing in the field by third parties operating our products, we cannot speak definitively as to how well our products work or if they work at all. Our IDSS technology has been tested in the field. Our development-stage products have not been well tested. There is no assurance that our products will be viewed by the market as being sufficiently for their intended purpose.
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Risks Associated with Juiceworks and the Business Model Being implemented by the Company
Our primary product, the IDSS, is fabricated, marketed and sold in North America by All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks"). With each sale or lease to a customer, an initial license fee is received by the Company. The Company then will receive a recurring monthly licensing fee from customers. Juiceworks receives the revenue from the sale or lease of the Safe Entry System. A formal agreement with Juiceworks covering exclusive fabrication rights and non-exclusive selling rights has not been entered into. Outside of North America, the Company intends to market and sell the Safe Entry System directly, however, the Company may enter into arrangements with third parties similar to the arrangement with Juiceworks to cover other territories. The current arrangement that the Company has with Juiceworks will be the model for the alcohol/cannabis Impairment Screening stations and the Mental Health screening stations when they are ready to be introduced to the market. The Company believes this model enables the Company to avoid substantial capital investment in a fabrication plant and the operating overhead associated with having an in-house manufacturing, sales and marketing department. However, this arrangement also exposes the Company to certain risks that could be material, including:
- Juiceworks or other companies fulfilling the same role as Juiceworks do not, or cannot, perform as expected;
- Juiceworks or other companies fulfilling the same role as Juiceworks fail to add fabrication, marketing and sales capacity as demand increases, thereby stymieing growth and frustrating customers
- Juiceworks or other companies fulfilling the same role as Juiceworks breach their agreements which, currently, are not formal and would be difficult to enforce; and
- Juiceworks or other companies fulfilling the same role as Juiceworks compete with the Company using customer lists and contacts developed while marketing and selling the Company's products.
In the event that any of the forgoing breaches or setbacks occur, the Company's business could be materially adversely affected.
Qualified Audit Opinion
Kreston GTA LLP, our independent auditor for the fiscal year ended January 31, 2023, has included in its Report and in the footnotes to the financial statements of the Company for the year ended January 31, 2023 (Footnote 2) a statement entitled, "Going Concern Assumption." The footnote is as follows:
These consolidated financial statements have been prepared using IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business, for the next fiscal year. At January 31, 2023, the Company had cash and cash equivalents of $79,250, current liabilities in excess of current assets of $733,644 and an accumulated deficit of $8,082,946. The continuing operations of the Company are dependent on generation of revenues and profits and funding to be provided by equity investors. The Company intends to finance its future requirements through a combination of equity and/or debt issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.
This uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the carrying value or presentation of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
Conflicts of Interest
Dr. Kushwah (Chief Operating Officer), Mr. Malhotra (Chief Financial Officer) and Mr. Kales (Chairman of the Board) are each officers of other companies, the principle one being Deepspatial Inc. (("Deepspatial"). Deepspatial is a development-stage company that will offer AI-driven geodemographic customer profiling tools for businesses looking to enter or locate in new foreign markets. Neither Dr. Kushwah not Mr. Kales will devote their full business time and energy to the Company. Rather, they expect to roughly split their time between the Company and Deepspatial. It is possible that conflicts for their time and attention will arise and that they may not be able to allocate sufficient time to the business of the Company during periods when Deepspatial is also very active. In addition. Mr. Malhotra is an officer of five other companies. He expects to allocate approximately twenty percent of his business time to the Company. Each of these officers is prepared to be flexible in focusing their attention where it is needed by their respective business commitments.
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Any decisions made by Mr. Kushwah or Mr. Kales as directors of the Company will be made in accordance with the duties and obligations of directors to deal fairly and in good faith with the Company. Such directors may declare, and refrain from voting on, any matters in which such directors may have a conflict of interest. For more information regarding the outside activities of our officers, please see Item 6.A "Directors and Senior Management" below.
Impairment Screening Business
Our Impairment Screening station faces multiple competitors. For example, Cannabix Technologies Inc. and Hound Labs, Inc., both of which are developing, or have developed, breathalyzer devices that detect tetrahydrocannabinol (commonly known as "THC") in the breath. The Company does not believe that these products compete directly with the Company's Impairment Screening stations that can be used to rapidly screen large numbers of people. However, the Company may experience additional competition from competitors who may develop and introduce new products, services or enhancements that better meet the needs of end-users or changing industry standards, or achieve greater market acceptance due to pricing, sales channels, or other factors.
We may face competition with respect to all of our products.
Our artificial intelligence ("AI") based technologies may face competition from other companies that are developing their own AI based products and that may have superior technology, a larger base of data that can be used to "train" their AI technology or may have greater funding for research and development.t. As a result of competition, our product and service offerings may not be successful, we may fail to gain or may lose business, and we may be required to increase our spending or lower prices, any of which could materially negatively affect our sales and potential profits.
Our technology is not a diagnostic tool, but rather a Screening Tool.
Our IDDS product is a screening system and not a diagnostic tool. The technology uses data gathered from a configuration of multispectral cameras and sensors to identify symptoms that are associated with certain infectious diseases, including COVID-19. As a screening system, our IDSS does not render conclusive diagnoses. Rather, it can (and should) be used to identify persons who are more likely to test positive for certain infectious diseases and refer such persons to undergo a more definitive test, such as a COVID test. Our IDSS marketing targets potential customers who may have to rapidly screen large numbers of people where it is not practical to diagnostically test all of them. Such a situation arises in many public events. The IDDS could be used to identify individuals who are more likely to test positive and yield a smaller pool of individuals who could then undergo a rapid diagnostic test prior to admission.
Our technology cannot screen for asymptomatic COVID-19.
Persons who have been infected with COVID but manifest no symptoms are sometimes referred to as "asymptomatic." Asymptomatic screening for COVID-19 is beyond the scope of our technology. Our IDSS is unlikely to identify a COVID infection in an asymptomatic person. This aspect may adversely affect our ability to market and sell our IDSS product.
Intellectual Property
The Company's ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its technology. Individuals affiliated with the Company have made applications for patent protection and assigned their patent rights to the Company as further described in Item 4.B "Business Overview." In addition, the Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that our patents will be granted or that such confidentiality procedures will afford complete protection for such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technology.
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To protect the Company's intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business.
We rely on patent assignments that could be breached and may be difficult to enforce.
Although we believe that we take reasonable steps to protect our intellectual property, these agreements can be difficult and costly to enforce. It is possible that current officers of the Company may unintentionally or willfully disclose our confidential information to competitors or seek to breach their patent assignments in the event that a conflict arose between the Company and such officers. Enforcing a claim that a third-party illegally obtained proprietary technology is expensive, time consuming and unpredictable.
Regulatory Approvals.
At this time we do not believe our products are subject to regulatory approvals in the United States, Canada or the other countries in which we operate as our technology is a screening technology and not a diagnostic technology. Should we be required to obtain approvals from the US Food and Drug Administration or other comparable regulators, we could be forced to spend significant time and money, and there are no assurances that such approval would be obtained. If such regulatory approval is not obtained, the Company could be forced to discontinue operations in one or more jurisdictions.
As an emerging growth company, we have elected to follow scaled disclosure requirements. As such, our financial statements may not be as extensive as other issuers.
We qualify as an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Accordingly, we are eligible to comply with reduced disclosure requirements applicable to emerging growth companies for up to five years or such earlier time that we would no longer be an emerging growth company. We would cease to be an emerging growth company if we had USD$1.07 billion in annual gross revenues or more, more than USD$700 million in market value of the common shares held by non-affiliates, or issue more than USD$1.0 billion of non-convertible debt over a three-year period. These reduced disclosure requirements and exemptions include: the ability (i) to include only two years of audited financial statements and the corresponding Management's Discussion and Analysis; (ii) in the event that that we were to cease to qualify as a foreign private issuer, we would have reduced disclosure regarding executive compensation; compared to other reporting companies and (iii) to defer complying with certain changes in accounting standards. As a result, our financial statements may not be comparable to those of other issuers.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: we are not required to provide the same level of disclosure on certain issues, such as executive compensation; we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction; for interim reports we may comply with our home country requirements which are less rigorous than the rules applicable to domestic issuers; and we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act. Our shareholders may not have access to certain information they may deem important and are accustomed to receiving from U.S. reporting companies.
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GENERAL RISK FACTORS
Limited Operating History
The Company has a limited operating history upon which an evaluation of the Company and its prospects can be based. The Company is subject to many risks common to venture enterprises, however, the relative novelty of its products and technology means that there is a lack of industry history upon which to evaluate the Company's prospects. There is no assurance that the Company will be successful in achieving a return on shareholders' investment or meeting other metrics of success.
Insufficient Insurance
The Company does not carry material liability insurance. In the event of litigation based upon an alleged failure of one or more of its products, the Company would have to defend such action using its own resources.
Dividends
To date, the Company has not paid any dividends on its outstanding securities and the Company does not expect to do so in the foreseeable future. Any decision to pay dividends on the Company's Common Shares will be made by the Board of Directors.
Management Dependence on Key Personnel, Contractors and Service Providers
Shareholders of our Company rely on the good faith, experience and judgment of the Company's management and advisors in supervising and providing for the effective management of the business and the operations of the Company. The Company will be dependent on a relatively small number of key persons, the loss of any one of whom could have an adverse effect on the Company. Only two of our employees have contracts with the Company for providing services. For more information, see Item 6.B Directors, Senior Management and Employees-Compensation."
Value of Our Common Shares
The value of the Company's common shares could be subject to significant fluctuations in response to variations in operating results, the granting or denial of our patent applications, the success of the Company's business strategy, competition or the advent of regulations which may affect the business of the Company and other factors.
Impact of Covid-19
In December, 2019, the outbreak of the novel strain of coronavirus, specially identified as "COVID-19" resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures which include the implementation of travel bans, self-imposed quarantine periods and social distancing, caused material disruption to the global supply chain. Although the effects of the COVID-19 health crisis are slowly dissipating and resulting in the lifting of some of these measures, other restrictions have been kept in place, and the global supply chain continues to be volatile. Further, in the event of a COVID-19 resurgence, past restrictions may be reinstated or new regulations or restrictions implemented. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.
Restrictions on the Reliance of Rule 144 by Shell Companies or Former Shell Companies
We have not registered the re-sale of any of our shares under the Securities Act of 1933, as amended (the "Securities Act"). Historically, the SEC staff has taken the position that Rule 144 under the Securities Act is not available as a safe harbor for the resale of securities initially issued by companies that are or previously were, shell or blank check companies. While we do not believe that the Company is currently a shell company, it may be considered a shell company prior to our having effected a three-way amalgamation in September, 2019 (See Item 4.A - "History and Development of the Company"). As a result, shareholders may not be able to rely on rely on Rule 144 for purposes until Rule 144 is available. In addition, our status as a former "shell company" could interfere with our raising additional funds, engaging consultants, and/or using our securities to fund acquisitions without registering the shares we issue under the securities Act of 1933.
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Our stockholders are subject to dilution upon the occurrence of certain events which could result in a decrease in our stock price.
As of January 31, 2023, we had approximately 18,394,569 shares of our common stock reserved or designated for future issuance upon the exercise of outstanding options and warrants. Future issuances of options, warrants or sales of substantial amounts of our common stock into the public market and the issuance of the shares reserved for future issuance in exchange for outstanding options and warrants will be dilutive to our existing stockholders and could result in a decrease in our stock price.
Item 4. Information on the Company
A. History and Development of the Company.
Name, Address, and Incorporation
The Company was incorporated in the Province of British Columbia on September 3, 1987 under the British Columbia Business Corporations Act (the "BCBCA") under the name "Riviera Explorations Ltd." In 1993, the Company changed its name from Riviera Explorations Ltd. to "Kentucky Oil &Gas Inc." In 1994 the Company changed its name from Kentucky Oil &Gas Inc. to "Integrated Card Technologies Inc." In 1997, the Company changed its name from Integrated Card Technologies Inc. to "Rizona Ventures Ltd." As of August 31, 1998, the Company changed its name from Rizona Ventures Ltd. to "Admiral Bay Resources Inc." ("Admiral").
Effective as of September 23, 2019, Admiral was part of a three-way amalgamation among Admiral, 2693980 Ontario Inc. (a wholly owned subsidiary of Admiral) and Cultivar Holdings Ltd. (the "Transaction"). Admiral completed the acquisition of all the issued and outstanding shares of Cultivar Holdings Ltd. by way of such three-way amalgamation, pursuant to which 2693980 Ontario Inc., amalgamated with Cultivar Holdings Ltd. Pursuant to the Transaction, each registered shareholder of Cultivar Holdings Ltd. received one (1) common share in the capital of the Admiral for each common share held, resulting in the issuance of an aggregate of 97,439,900 common shares to Cultivar Holdings Ltd. Shareholders. As part of the Transaction, warrants of Cultivar Holdings Ltd. were replaced with common share purchase warrants of Admiral. In addition, 500,000 Admiral shares were set aside to be issued to members of Cultivar Holdings Ltd. management team upon the final approval of Jamaica's Cannabis Licensing Authority for a license involved in the cultivation, processing, retail and transportation of cannabis. Under IFRS, this was considered a Reverse Merger and Recapitalization (commonly referred to as a Reverse Take Over or "RTO"). The Company issued 6,514,249 shares valued at $0.21 per share, with a total value of $1,367,992 for the acquisition.
At completion of the transaction, Admiral changed its name to Cultivar Holdings Inc. On April 9, 2020, the Company announced that it had changed its name change from "Cultivar Holdings Inc." to "Predictmedix Inc."
The Company's head office is located at 77 King Street W, Suite 3000, Toronto, Ontario, M5K 1GB. The Company's Common Shares are listed for trading on the Canadian Securities Exchange (the "CSE") under the trading symbol "PMED," on the OTCQB under "PMEDF" and on the Frankfurt Stock Exchange under "3QP."
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Preceding Business
In 2018, the Company held a 49% interest in Cultivar JA Limited ("Cultivar JA"), a Jamaican company whose objective was to grow high quality cannabis in Jamaica. Also in 2018, the Company held 100% of an Ontario company that was organized to develop a CBD product portfolio as well as an artificial intelligence powered technology to detect cannabis impairment. In March of 2020, the Company sold its interest in Cultivar JA and terminated all operations in the cannabis sector. As a result, the Company is focused on its current business of artificial intelligence powered technology to detect disease and impairment. In recognition of the Company's business focus, on April 9, 2020, the Company changed its name to "Predictmedix Inc."
B. Business Overview.
The Company's business is focused on developing artificial intelligence ("AI") powered technologies for general workplace health and safety, and for the health care industry. In particular, the Company has developed a technology for the identification and detection of infectious disease symptoms (including COVID-19), sometimes referred to in this Annual Report as our Infectious Disease Symptom Screening Solutions ("IDSS") and marketed in North America under the name "Safe Entry System." In addition, the Company is developing AI powered products that address (1) detection of alcohol and/or cannabis impairment in individuals; (2) mental illness screening; and (3) remote patient monitoring and treatment plans, sometimes referred to herein as the Mobile Wellbeing product. The following is a summary of the Company's products. For more information, please see the Company's Management Discussion and Analysis included with this Report as Exhibit 15.3.
| Disease Symptom Screening Solutions ("IDSS") | Our primary product that is being marketed and sold currently. All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks") is the constructor and selling agent for the Company's Safe Entry Systems in North America. An initial license fee is received by the Company from customers when a Safe Entry System is sold or leased by Juiceworks. The Company then will receive a recurring monthly licensing fee from customers. A formal agreement with Juiceworks covering exclusive fabrication rights and non-exclusive selling rights is under discussion but has not been completed as of the date of this Annual Report. Outside of North America, the Company intends to market and sell the Safe Entry System directly, however, the Company may enter into arrangements with third parties similar to the arrangement with Juiceworks to cover other territories. As a screening system, our IDSS does not render conclusive diagnoses, nor can it identify asymptomatic cases. Rather, it can (and should) be used to identify persons who are more likely to test positive for certain infectious diseases and refer such persons to undergo a more definitive test, such as a rapid COVID test. Our IDSS marketing targets potential customers who may have to rapidly screen large numbers of people where it is not practical to diagnostically test all of them. Such a situation arises in many public events. In a place where large numbers of people are to be admitted to a common area, the IDSS could be used to identify individuals who are more likely to test positive and yield a smaller pool of individuals who could then undergo a rapid diagnostic test prior to admission. Our IDSS screening stations will be networked and will collect data on an entirely anonymous basis that will enhance the performance of our IDSS screening stations everywhere. Our AI technology incorporates machine learning techniques that enables the system to improve accuracy as additional data is available. |
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| Safe Entry Scanner - Evolution of this Product into "Fit for Duty" | As the urgency of COVID screening has diminished in the last fiscal year, we have expanded the functionality and scope of the Safe Entry technology. The Safe Entry Scanner ("Safe Entry") began as an advanced screener for identifying symptoms of Covid-19. More recently we began expanding Safe Entry's capabilities to identify signs of impairment from alcohol and cannabis. After numerous trade shows, demos, events, and client placements we understood the demand from multiple industries for a complete solution to ensure employee health and safety. Safe Entry has now evolved into a Fit for Duty solution as we call it, identifying not only signs of infectious diseases and impairment, but also signs of extreme fatigue, key vitals, and other important metrics for identifying overall work readiness. |
| Fitness Scan | This AI based technology (which is in development) provides a comprehensive analysis of an athlete's fitness level, enabling them to assess their strength and address areas for growth. In addition, this technology can assist with talent identification and injury prevention. The overall objective is to help athletes achieve their performance goals. The vision is to bring seamless AI tools to the sports industry to maximize performance. The technology runs on the existing Safe Entry System and we are currently in discussions with multiple groups in the fitness/sporting sector in Asia. This will be rolled out using the same business model as other technologies whereby there will be an option for a monthly lease along with an option to purchase the hardware and then pay monthly charges. |
| Triage Solution | The technology uses advanced artificial intelligence algorithms to analyze patient vital signs and provide medical staff with real-time information to help make informed treatment decisions. The technology uses advanced artificial intelligence algorithms to analyze patient vital signs and provide medical staff with real-time information to help make informed treatment decisions. The Company's triage solution aims to improve the efficiency of hospital workflows and reduce the time it takes to diagnose and treat patients. The company's Triage Solution incorporates the measurement and analysis of the following vital parameters: temperature, eye redness, heart rate, respiration rate, fatigue, weight, BMI, BMR, blood pressure, heart rate variability, skeletal muscle, resting metabolism, visceral fat, body fat percentage, bone mass, and alcohol/cannabis impairment. The solution uses the hardware configuration of a Safe Entry Station and has been deployed in 3 Hospitals in India and Indonesia. The business model is similar to fitness scan. |
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| Products Under Development | |
| Impairment Detection Screening | Our Impairment Detection Screening scanner is under development and is not being marketed or sold currently. The product incorporates the Company's proprietary AI technology and is being developed to detect cannabis and/or alcohol drug impairment in individuals. The product will be developed as a screening station that is capable of making a recommendation as to whether individuals passing through the screening station should undergo additional definitive testing. |
| Mental Health Screening |
Our Mental Health Screening station is under development and is not being marketed or sold currently. The product will incorporate the Company's proprietary AI technology to detect behavioral and physiological indicators of mental illness such as depression, autism, ADHD and dementia. As a step in the screening process, persons would be asked to read a script while undergoing the scan that detects vocal qualities, vocal cadence and physiological factors such as blood flow in the face. The intended use for this product will be to screen for indicators of mental disorders and make recommendations as to whether individuals passing through the screening station should undergo additional evaluation. In this way, the system could be used as a triage tool at mental health centers, police stations or any setting where a preliminary mental health assessment is required, and mental health professionals are not readily available to perform an assessment or are over-taxed by an inflow of possible cases. This technology represents an ambitious application of the Company's AI technology and is in a developmental stage. A prototype is not expected prior to the second half of 2023 and may not be ready for public demonstration prior to 2024. |
| Remote patient monitoring and treatment plans application, sometimes referred to herein as the "Mobile Wellbeing product" or the "Mobile Wellbeing App" | This product was substantially developed by Mobile Wellbeing, a company that we acquired in July of 2020. The product is a telemedicine remote patient monitoring platform. We are currently adding modules to this platform that will enable us to use a patient's history and real time medical data, such as blood pressure or blood glucose level, to provide patients and their medical professionals with treatment plans for chronic disease management and in some cases lifesaving advance notice of when a patient should go to a hospital. This product also is under development and is not being marketed or sold by the Company currently. The Company anticipates onboarding beta-partners for Mobile Wellbeing during the second half of 2023. |
All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks") is the constructor and selling agent for the Company's Safe Entry Systems in North America. When a Safe Entry System is purchased by a customer, Juiceworks assembles the system at their own plant and ships it for installation. As part of the installation process for each Safe Entry System, the Company remotely install its proprietary software in the Safe Entry System. The Company is able to tailor each such software installation to meet the individual requirements of a customer. An initial license fee is received by the Company from customers when a Safe Entry System is sold or leased by Juiceworks. The Company then will receive a recurring monthly licensing fee from customers. A formal agreement with Juiceworks covering exclusive fabrication rights and non-exclusive selling rights is under discussion. Outside of North America, the Company intends to market and sell the Safe Entry System directly, however, the Company may enter into arrangements with third parties similar to the arrangement with Juiceworks to cover other territories.
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We cannot guarantee that we will be able to recover our investment in the development of the IDSS product. However, the Company believes that once the product becomes established and has multiple customers in the field, there will be more than sufficient sales to cover our recovery of this investment.
Safe Entry
The Company's IDSS/Safe Entry product was initially aimed at addressing respiratory illnesses with a focus on influenza and COVID-19. We believe that one of the primary factors leading to the outbreak of COVID-19 virus was the relative lack of rapid screening tools in places where the general public gathers. The lack of such tools has resulted in a failed containment effort which led to a global pandemic. As such, there continues to be a significant urgent need to have mass screening technologies which can identify potential COVID-19 cases without the need for human intervention and can be deployed in places where there is movement of large numbers of people. Some examples are stadiums, transit hubs, airports, malls, shopping centers, casinos, concerts, arenas and office buildings. As the urgency of COVID screening has diminished in the last fiscal year, we have expanded the functionality and scope of the Safe Entry technology.
Our AI powered technology utilizes multispectral imaging with a focus on visual spectral imaging along with infrared thermography to identify fatigue, headache, coughing, sneezing, blood flow, sweat gland activation, metabolism, and fever along with other key biomarkers. The technology can be deployed using multispectral cameras in facilities where there is large movement of people. The data collected is brought into a central server / cloud for analysis and alerts are sent in case of a positive detection. Privacy concerns are addressed by using dedicated servers, access control, no video data storage, and only processing being carried out by our technology. Furthermore, the summarized frames collected by our scanner lack any personal identifying information. Additionally, the information on the camera stays anonymous so we cannot map which camera it is. The Company has developed a proprietary hardware configuration for its solution in addition to the proprietary artificial intelligence algorithms (patent pending). The end user product which consists of hardware components, assembled and networked within fabricated gateway units, includes multispectral cameras and specialized sensors with processing capabilities that seamlessly communicate to our AI model in the cloud. Upon deployment, individuals pass through the gateway, triggering the system to activate a red or green light indicating who is exhibiting symptoms associated with infectious disease, such as COVID-19.
Fit for Duty
While the Safe Entry Scanner began as an advanced screener for identifying symptoms of Covid-19, more recently we began expanding Safe Entry's capabilities to other markets. Safe Entry identify signs of impairment from alcohol and cannabis. After numerous trade shows, demos, events, and client placements we understood the demand from multiple industries for a complete solution to ensure employee health and safety. Safe Entry has now evolved into a Fit for Duty solution as we call it, identifying not only signs of infectious diseases and impairment, but also signs of extreme fatigue, key vitals, and other important metrics for identifying overall work readiness.
Fitness Scan
We have believe that our technology underlying the Safe Entry scanner can be used in other markets. For example, in May, 2023, the Company announced it had begun to develop a Fitness Scan. This AI based technology can scan and evaluate key biomarkers, thereby providing a comprehensive analysis of an athlete's fitness level, enabling them to assess their strength and address areas for growth. In addition, this technology can assist with talent identification and injury prevention.
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Triage Solution
The technology uses advanced artificial intelligence algorithms to analyze patient vital signs and provide medical staff with real-time information to help make informed treatment decisions. The technology uses advanced artificial intelligence algorithms to analyze patient vital signs and provide medical staff with real-time information to help make informed treatment decisions. The Company's triage solution aims to improve the efficiency of hospital workflows and reduce the time it takes to diagnose and treat patients.
The Company's Triage Solution incorporates the measurement and analysis of the following vital parameters: temperature, eye redness, heart rate, respiration rate, fatigue, weight, BMI, BMR, blood pressure, heart rate variability, skeletal muscle, resting metabolism, visceral fat, body fat percentage, bone mass, and alcohol/cannabis impairment.
The solution uses the hardware configuration of a Safe Entry Station and has been deployed in 3 Hospitals in India and Indonesia. We anticipate that the business model for our Triage Solution
Functional deployment of the technology occurs in two stages. In the first stage, a technical team assembles the parts within the fabricated gateway unit and works with our engineering team to test that the product meets our standards for live deployment. In the second stage, the gateway is transported to the client location, and run through a series of tests to ensure the system is operating as intended. The Company has successfully deployed the technology at different client sites and is currently commercializing the technology with a strong emphasis on the Canadian, US and South Asian markets.
IDSS Safe Entry Stations
Currently, the Company fabricates its IDDS product through its constructor, Juiceworks, as described above. The "Safe Entry Stations" are constructed as they are needed to satisfy customer orders. The Company plans to build an inventory of Safe Entry Systems to be available in North America, India and South Asia. These plans will be implemented following completion of the Company's new "Edge Computing" configuration which will have the ability to process symptoms detected within the Safe Entry Station's general processing unit and without the need for cloud computing resources. This upgrade is expected to increase the System's response time. A beta version of the Edge Computing configuration is in testing. The Company is not able to predict when a commercial version will be available.
The hardware required for each Safe Entry System is generally available from multiple sources and does not require custom manufacturing or customization by the vendor. Fabrication is carried out by our partner, Juiceworks Exhibits) at their facilities - pursuant to instructions from the Company. Juiceworks Exhibits has facilities in the United States and Canada. The hardware used in the fabrication includes the following components which are integrated to create the Safe Entry Station.
A multispectral camera
A specialized computer module
A power-over-ethernet switch
A hard drive
An LED monitor
Relay switches
A router
A wireless keyboard and mouse
The foregoing components may be changed as the System evolves.
With respect to each installation of a Safe Entry System, the Company typically logs into the System remotely and sets up the individual software requirements and settings for the System.
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Currently, customers of the Company include Aspen Properties, which has deployed Safe Entry Systems in its Calgary and Edmonton, Canada office towers. Flow Alkaline Spring Water has deployed units in each of their manufacturing plants in Canada and the United States. In Nepal, a major telecommunications provider, is testing a unit for potential deployment through their national chain of mobile phone retail outlets and offices. In India, Indian Oil Corporation Ltd., has completed a pilot program using the Safe Entry System and is requesting a proposal to deploy the system throughout their facilities. MGM Hospital in Mumbai, India has installed a Safe Entry Station at an entranceway to their testing clinic. Multiple units have been deployed at locations such as a Juiceworks manufacturing facility in Canada, Paras Defense and Space Technologies in India and at an engineering facility in Odessa, Texas. The foregoing information is current as of the date of this Annual Report and subject to change.
Mobile Cannabis and/or Alcohol Impairment
The Company has developed a technology to detect such symptoms and impairment using proprietary AI technology algorithms with a decision-making ability to identify if alcohol or cannabis drug impairment is present. We sometimes refer to this product as the "Impairment Detection Screener." The AI algorithms use several unique data points with facial and voice recognition to identify impairment. Applications for detecting drug impairment can range from roadside impairment tests to workplace safety. We believe our patent applications cover the first utilization of AI to detect disease or impairment in this context. We will initially market our Impairment Detection Screener to law enforcement agencies and industries such as manufacturing, mining, or aviation, that have heightened concerns about disease infection or impairment in the workplace. The deployment will occur in a similar format as the infectious disease screening solution, with the hardware component comprised of gateways using the proprietary AI software component.
Current Revenue Generating Activities and Customers
Our Impairment Detection screening station is currently in the development stage and is not available for sale. While we are exploring relationships with third parties for the construction, marketing and sale of this technology, no such relationships have been undertaken. The Company cannot project the size or acceptance of the potential market, nor is the Company able to project when this product can be brought to market. Among other factors, the Company may choose to extend the development period while it builds its base of data that would be available to the AI algorithms being used by the screening station.
Anticipated Development Timeframe
In March, 2023, the Company announced that it had begun production of its mobile application for detecting impairment from cannabis and alcohol. The Company believes that it will have a functioning prototype of the Impairment Detection screening station in 2023. While we are exploring relationships with third parties for the construction, marketing and sale of this technology, no such relationships have been undertaken. We view the advantages of this business model as allowing the Company to avoid having to incur substantial capital costs for plant and manufacturing and overhead costs for sales and marketing. We also believe that having a third party undertake these functions will enable the Company to scale up more rapidly than it could otherwise. However, this business model results in the Company having less control over the timing and implementation of bringing this product to market.
Sources and Materials
The hardware for our Impairment Detection Screening Technology will be substantially similar to the hardware used in our IDSS screeners. We anticipate that the following components will be needed for each unit: a multispectral camera, a specialized computer module, a power-over-ethernet switch, a hard drive, an LED monitor, relay switches, a router, a wireless keyboard and a mouse. We believe that all of these components are widely commercially available and can be purchased from multiple manufacturers. While the Company is not aware of supply chain difficulties related to these components, it is possible that the global supply chain for one or more of these components could be interrupted or slow.
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Mental Health Screening
The Company is also developing AI powered technology to assist with screening for mental health disorders such as depression, autism, ADHD and dementia.
The Company is positioning its technology as a triage tool for mental health centers. When people step into a clinic that specializes in treating and diagnosing mental illness, our technology could be a first step screening tool that will scan individuals to identify signs of mental illnesses. In this way the System can aid law enforcement. mental health clinic operators and physicians in rapidly identifying persons for whom follow-on examination and diagnosis is warranted. The broader objective for the technology is to develop and incorporate AI algorithms that can provide objective recommendations for diagnosis and treatment by analyzing video and audio data from the individuals being screened. For example, as a step in the screening process persons would be asked to read a script while undergoing the scan. The reading of the script should enable the system to detect vocal qualities and cadence, while other sensors detect physiological factors such as blood flow in the face. If someone is exhibiting early signs of mental illnesses, the technology would accelerate the identification of these symptoms and the underlying and serve as a tool for treating physicians.
Current Revenue Generating Activities and Customers
Our Mental Health Screening station is currently in the development stage and does not produce any revenue. We will seek to establish a relationship with a third party for the fabrication of individual units, as they are sold, and for sales and marketing of the product, similar to the relationship the Company has with Juiceworks for its IDSS product. While we are exploring relationships with third parties for the construction, marketing and sale of this technology, no such relationships have been undertaken. We view the advantages of this business model as allowing the Company to avoid having to incur substantial capital costs for plant and manufacturing and overhead costs for sales and marketing. We also believe that having a third party undertake these functions will enable the Company to scale up more rapidly than it could otherwise. However, this business model results in the Company having less control over the timing and implementation of bringing this product to market. Our target markets for this technology are hospitals, residential facilities, police stations and health care providers.
Anticipated Development Timeframe
The Company believes that it will have a functioning prototype of the Mental Health Screening stations by the end of 2023 or in the first half of 2024. however, the Company may choose to delay introduction of the product to the market in order to test the scanning stations in the field and further build the data underlying the AI engine.
Like any true AI based technology, the system gets "trained" on data. In the early stages of development, the data available to the system will be considerably less than the data base that is expected once the system is in more widespread use by networked scanning stations anonymously collecting data. It may make sense for the Company to donate scanning stations to users in the field in order to build the Company's data base. If this is done, revenue generation would be delayed.
Sources and Materials
Our Mental Health Screening devices will be modeled upon our IDSS product. We anticipate that the following components will be needed: multispectral camera, specialized computer module, power-over-ethernet switch, hard drive, LED monitor, relay switches, router and wireless keyboard and mouse. We believe that all of these components are widely commercially available and can be purchased from multiple manufacturers. While the Company is not aware of supply chain difficulties related to these components, it is possible that the global supply chain for one or more of these components could be interrupted or slow.
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Remote Patient Monitoring and Treatment
A patient can be critically ill and unable or otherwise not be in a condition to visit the hospital or a medical physician on a regular basis. Such restriction may result in the deterioration of health of the patient. For example, a patient may be bed ridden with a health condition that requires monitoring but may be reluctant to go to the hospital. In another scenario, the patient may be in critical condition and need lifesaving treatment before the patient can reach the hospital.
Our patent-pending technology utilizes the patient's history and real time medical data, such as blood pressure or blood glucose level, to provide patients and their medical professionals with treatment plans for chronic disease management and in some cases critical case lifesaving advance notice of when a patient should go to a hospital.
Further, when treating disease, whether infectious, non-infectious, heredity and/or other lifestyle diseases, we believe that it is important to motivate the patient to strictly follow the prescribed protocol by a medical expert to maintain good health. In connection with the monitoring, our technology can provide milestones associated with good health. A patient that is compliant and meets these milestone events can be recorded as "reward events" that are converted into points that may redeemed by the patient. Similarly, our system also includes a care provider reward program as an incentive for care providers/partners.
Remote patient monitoring platforms commonly suffer from a lack of patient compliance because it is frequently dependent on patient self-reporting. We believe that patient compliance can be improved by offering "reward points" for actively using our technology. We are working on partnering with existing rewards programs used by retailers and pharmacies such that our points can be used for the purchase of goods and services from these retailers and pharmacies. Similarly, our system includes a care provider reward program that as an incentive for care providers/partners. These programs are in an early stage and no such reward programs are currently in place.
Development of the Mobile Wellbeing Product
As of July 2020, the date on which the Company acquired the Mobile Wellbeing product, there was a beta version of the application in existence. Prior to introducing the product to the market, the Company will modify the beta version of the product by adding certain modules consisting of artificial intelligence / machine learning layers which will allow the system to analyze in real time any discrepancies that may show up with patient monitoring which can inadvertently be associated with an adverse reaction.
Uncertainty Related to Recovery Investment
Currently, the Company does not have a projected time for when the Mobile Wellbeing product will generate revenue. However, the Company estimates that the product will be available for download and sale shortly after it is made available Development of this product is secondary to the IDSS Safe Entry System. The Company is seeking additional private investment to fund such costs. See RISK FACTORS above.
Intellectual Property
The following patent applications have been submitted to the United States Patent and Trademark Office by individuals affiliated with the Company. The individuals making the application have assigned all of their respective rights in the patent applications and in any patent(s) that may be issued.
| Patent Application No. 16/892,369 Published on December 10, 2020 Patent No. US-11670323-B2 |
In June of 2020, principals of the Company filed Patent Application No. 16/892,369 which is related to a provisional patent application filed by such individuals on June 7, 2019 (Provisional application No. 62/858,422). These applications cover the Company's proprietary system and method for detecting the impairment of an individual. The method involves operating a processor to receive at least one image associated with the individual an identify at least one feature in each image. The method further involves operating the processor to, for each feature: generate an intensity representation for that feature, apply at least one impairment analytical model to the intensity representation to determine a respective impairment likelihood and determine a confidence level for each impairment likelihood based on characteristics associated with at least the applied impairment analytical model and that feature. The method further involves operating the processor to define the impairment of the individual based on at least one impairment likelihood and the respective confidence level. |
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| Patent Application No. 63012510 | Artificial intelligence driven rapid testing system for infectious diseases. |
| Patent Application No. 63048131 | System and Method to automatically recommend and adapt a treatment regime for patients. |
| Patent Application No. 63048152 | System and Method to manage a regards program for patient treatment protocols |
| Patent Application No. 63058567 | Utilizing healthcare providers network effect to increase compliance for better health outcomes. |
| Patent Application No. 63072392 | System and Method to provide product recommendation and sponsored content to patients managed by computerized workflows for treatment protocols. |
In July and August of 2021, an affiliate of the Company applied for the following patents related to the Mobile Wellbeing product.
| Patent Application No. 17384686 | System and method to automatically recommend and adapt a treatment regime for patients; Submitted July 23, 2021 by Rajiv Muradia |
| Patent Application No. 17384773 | System and method to manage a rewards program for patient treatment protocols; Submitted July 23, 2021 by Rajiv Muradia |
| Patent Application No. 17385889 | Utilizing healthcare providers network effect to increase compliance for better health outcomes; Submitted July 26, 2021 by Rajiv Muradia |
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| Provisional application that was converted to a non-provisional application: | |
| Patent Application No. 63072392 | System and method to provide product recommendation and sponsored content to patients managed by computerized workflows for treatment protocols; Submitted August 15, 2021 by Rajiv Muradia |
Significant Business Developments During the Year ended January 31, 2023.
On April 5, 2022, the Company announced conclusion of an initial deployment of a Safe Entry Station at a major Las Vegas entertainment event through its partnership with Uptown Sports Marketing. On June 15th, the Company announced that it has secured a revenue-generating deployment at the DeBeers Forevermark Forum 2022 from June 29 - July 1, 2022 in partnership with Entertainment Bay.
On June 29, 2022 , the Company announced that it has received a non-binding Letter of Intent (LOI) from KaTron Defence Space and Simulation Technologies, a Turkish aerospace company , for the deployment of eighty (80) Safe Entry Stations for their corporate headquarters in Ankara, Turkey along with international clients. These Safe Entry Stations are used to power the Company's "Fit for Work" screening, for impairment from Cannabis and alcohol, extreme fatigue, and symptoms of infectious diseases, such as COVID-19.
On July 25, 2023, the Company announced its Fit for Work solution would also be able to screen for respiration rate, heart rate, and core body temperature.
On November 17, 2023 the Company also announced deployment of Safe Entry at LongArm Engineering's Odessa Texas facility.
On March 6, 2023, the Company announced a purchase agreement with Defspace, an India based global platform for defense, space and aerospace for the company's Safe Entry's Fit for Duty screening.
Other Business Developments during the year ended January 31, 2023
As the Company works to commercializing its Fit for Duty screening solutions, its resellers and partners are making progress in their advanced sales pipelines as well as forging partnerships with major Safety and Risk Management Corporations in North American along with several other jurisdictions.
The Company is set to debut and showcase Safe Entry's Fit for Duty to key industry executives in multiple upcoming conferences. Additionally, demo units are currently being sent to large potential clients and potential partners for scaling up the Company's solutions in North America as well as international jurisdictions.
The Company launched deployments of demonstration units with comprehensive Fit for Duty screening via the Company's distributor network which includes SBL. SBL has begun deploying Safe Entry Stations to partners such as Probe IMT in South Africa, a leader in technology integration to the mining sector throughout Africa, and other leading players in key markets. Furthermore, Safe Entry demonstration units being deployed are for a series of Discovery Sessions, starting in Calgary and Vancouver beginning this month, and throughout North America in Q4 and onwards.
Private Placements during the year ended January 31, 2023.
On August 22, 2022, the Company announced that it closed the first tranche of a non-brokered private placement (the "First Tranche"). Pursuant to the First Tranche, the Company issued 8,300,000 units (the "Units") at a price of $0.05 per unit to investors for gross proceeds of $415,000. Each Unit consists of one common share of the Company and one-half of one (1//2) common share purchase warrant (each whole warrant, a "Warrant"), whereby each Warrant entitles the holder to purchase one additional common share for a period of two years from closing at an exercise price of $0.10 per share. Net proceeds from the First Tranche will be used for general operations (working capital) including business development and technology upgrades. All securities issued in connection with the First Tranche are subject to a statutory hold period expiring four months and one day from the date of issuance of the securities.
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On November 7, 2022, the Company announced that it has closed the final tranche of its non-brokered private placement. Pursuant to the final tranche, the Company has issued 1,600,000 units (the "Units") at a price of $0.05 per unit to investors for gross proceeds of $80,000. Each Unit consists of one common share of the Company and one-half of one (1//2) common share purchase warrant (each whole warrant, a "Warrant"), whereby each Warrant entitles the holder to purchase one additional common share for a period of two years from closing at an exercise price of $0.10 per share. Net proceeds from the financing will be used for general operations (working capital) including business development and technology upgrades. All securities issued in connection with the financing are subject to a statutory hold period expiring four months and one day from the date of issuance of the securities.
On February 13, 2023 the Company announced that it has closed a non-brokered private placement for total gross proceeds of $612,500. The Company has issued 12,250,000 units (the "Units") at a price of $0.05 per unit. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"), whereby each Warrant entitles the holder to purchase one additional common share for a period of two years from closing at an exercise price of $0.10 per share. Net proceeds from the financing will be used for general operations (working capital) including business development and technology upgrades. All securities issued in connection with the financing are subject to a statutory hold period expiring four months and one day from the securities' issuance date.
On February 13, 2023, the Company also announced that its common shares have been accepted for listing on the Frankfurt Stock Exchange and trades under the symbol "3QP". Moreover, in order to increase the exposure in Europe, the Company engaged GOLDINVEST, a European publisher, for a 6-month contract to increase the Company's awareness in the German-speaking financial community and through its extensive investor network throughout Europe.
Technological Advancements and Clinical Trials:
The Company continues to refine and upgrade its technology. These initiatives include:
- Significant updates and upgrades were made to our AI algorithms from capturing data from subjects across US, Canada, Mexico, and India - making Safe Entry Stations more accurate, reliable, and faster.
- Over-the-air, automated updates that integrate most recent captured datasets from various customer sites globally. This allows Safe Entry Stations to receive updated algorithmic models via over-the-air updates, automatically, in real time.
- New employee monitoring heatmap whereby respective managers can visualize data scanned for infectious diseases, impairment from cannabis and alcohol, extreme fatigue and exhaustion, and emotionally distressed states.
- Recurrent Neural Network noise filtering and other new features are now being used to manage voice signals, as part of the Speech Detection parameter of Safe Entry's Fit for Duty screening. This contributes to a higher accuracy reading for Safe Entry's Speech Detection parameter
Further, during the year ended January 31, 2023, and during the subsequent period covered by this Report, the Company made the following announcements:
On February 15, 2023, the Company announced that MGM Healthcare, a large hospital group in India, had completed a clinical study of the efficacy of Safe Entry on 400 individuals.
In March, 2023 the |Company announced that the University of Raharja in Indonesia had completed a clinical study testing the efficacy of Safe Entry on over 2,000 people. This third-party validation was undertaken in connection with the approval of Safe Entry as a medical device in Indonesia.
On March 15, 2023, the Company announced the production of its AI-Powered mobile app in conjunction with a portable multi-spectral imaging camera to non-invasively detect impairment from alcohol and cannabis.
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On March 20, 2023, the Company announced that the US Patent Office has granted a patent for its AI-powered technology (United States Patent Application Number: 16/892,369) for the non-invasive detection of impairment caused by alcohol and/or cannabis. The technology is part of the Company's Fit for Duty screening solutions, which provide screening for impairment, extreme fatigue, and infectious diseases.
On April 19, 2023, the Company announced that its Safe Entry Stations now have the capability to measure blood pressure.
On May 10, 2023 the Company announced the launch of its new "Triage Solution" which measures the following vital parameters: temperature, eye redness, heart rate, respiration rate, fatigue, weight, BMI, BMR, blood pressure, heart rate variability, skeletal muscle, resting metabolism, visceral fat, body fat percentage, bone mass, and alcohol/cannabis impairment. The Company intends to market the Triage Solution to the health care industry.
On May 17, 2023, the Company announced the launch of a fitness scan vertical tailored specifically for athletes, teams, and sports federations.
Significant Business Developments During the Year ended January 31, 2022.
On January 12, 2022, the Company announced the accuracy rates for its technology to identify cannabis and alcohol impairment. In a supervised environment with 128 participants, the Company's proprietary AI technology demonstrated a 79-87% efficacy in identification of cannabis impairment and 76-92% efficacy in identification of alcohol impairment (depending on the amount of cannabis or alcohol consumed by the subject). Furthermore, the Company also announced a North American clinical study for its cannabis and alcohol impairment screening technology. Building on the datasets and insights from previous research and studies, the Company announced commencement of an additional clinical study in February 2022 with researchers and doctors at a North American hospital. If the study shows similar results, the hospital study will provide a third-party independent validation of the Company's impairment detection solution ahead of commercial launch. The data collected can be used by the Company to further fine-tune the AI algorithms. The results of the independently validated study will be published in a peer-reviewed medical journal. The Company has engaged an accredited consulting firm to assist the Company in seeking classification of the technology as a class II medical device in the US.
On January 26, 2022, the Company announced another North American clinical study for its infectious disease screening technology. Predictmedix is providing one (1) Safe Entry Station to be used to screen staff to provide protection, and two (2) units to screen incoming patients along with collecting symptom data from COVID-19 positive patients, whom will be validated by PCR tests. The hospital study will provide a third-party independent validation of the Company's Infectious Diseases Detection Solution ahead of a commercial launch, fulfilling a prerequisite for certification with the U.S. Food and Drug Administration (FDA). The results of the study will be published in a peer-reviewed medical journal. Predictmedix has engaged an accredited consulting firm to assist the Company in seeking classification of the technology as a Class II Medical Device in the United States. Class II devices are FDA approved for the market through the Premarket Notification, or 510(k) process. The 510(k) process entails a complex application to the FDA, which demonstrates that a device is safe and effective by demonstrating that the device is equivalent to another device which is on the market. While individual aspects and features of the Safe Entry Station are comparable to FDA class II devices, it is important to note that the Safe Entry Station differs from other medical devices as it is assimilating multiple features and combining it with the artificial intelligence driven decision making, which has wide ranging applications in healthcare.
The clinical studies are critical for the Company to move forward with full scale commercialization of its technology.
Although, the Company has successfully deployed its technology at tier 1 events across the globe and has received validation from the client, the third-party clinical validation will serve as the launching pad for global rollout and expansion of the technology.
On April 14, 2021, the Company announced a 24-month, multi-unit agreement to deploy Safe Entry Stations throughout the North American operations of Flow Water Inc. ("Flow Alkaline Spring Water" or "Flow"). The contract was executed by Juiceworks Exhibits. The contract marked the successful completion of our initial pilot, as the technology is now scaled and deployed across all of Flow's operations both in Canada and the United States.
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On April 19, 2021, the Company announced deployment of Safe Entry Stations at 4 key office towers in downtown Calgary and Edmonton in partnership with Aspen Properties and Juiceworks. Calgary's The Edison, Palliser Complex, The Ampersand and Edmonton's Bell Tower are raising the bar by providing a completely voluntary infectious disease symptom screening option for their tenants.
On May 6, 2021, the Company announced deployment of Safe Entry Stations at the Aster Garden Optima Living Community in partnership with Optima Living, Connectus Global, and Juiceworks Exhibits.
On May 17, 2021, the Company announced that Safe Entry Station units will be deployed at the North American tour of Hockeyfest in partnership with Juiceworks Exhibits and Jones Entertainment Group. The deployments will begin with the first Hockeyfest event, starting on June 25, in London, Ontario. Hockeyfest is the world's largest street and pond hockey festival with tournaments scheduled in nine cities in North America.
On June 3, 2021, the Company announced the deployment of Safe Entry Stations at the Lavazza Drive In Film Festival to be held in Ontario from June 27 to July 17. Inaugurated as a grassroots non-profit film festival in 2012, Italian Contemporary Film Festival (ICFF) has grown to become one of the largest Italian film festivals outside of Italy. Safe Entry Stations will be deployed to screen staff at the Lavazza Drive-In Film Festival organized by ICFF and CHIN between June 27 and July 17, 2021. It will then be used to rapidly screen patrons and staff prior to access to open-air screenings, set to begin mid-July.
On August 26, 2021, the Company deployed several Safe Entry Stations at the Palm Tree Music Festival in Westhampton Beach, New York. The Palm Tree Crew collaborated with Predictmedix and Northwell Health, New York's largest Health Care provider, to design a safety protocol for attendees.
On October 25, 2021, the Company announced a revenue-generating deployment of 15 Safe Entry Stations at the Formula 1 Aramco United States Grand Prix, which was held October 22-24, 2021 at the Circuit of The Americas ("COTA") in Austin, Texas, as part of the Company's reseller collaboration with the Canadian-based JUICEWORKS EXHIBITS and CONNECTUS Global. At the event, four members of the catering staff scanned "red" when walking through the Safe Entry Station and were administered a rapid antigen test right after which they tested positive. Those staff were sent home for recovery.
On November 2, 2021, the Company announced that it has been granted Conformitè Europëenne ("CE") Mark status and ISO13485 certification for its Safe Entry Station, enabling Predictmedix to commercialize in the European Union and key global markets. The CE mark declares the conformity of the Safe Entry Station with EU regulations and indicates that a product has been assessed by the manufacturer and deemed to meet EU safety, health and environmental protection requirements. ISO 13485 is the medical device industry's most widely used international standard for quality management. All Safe Entry Stations manufactured by the Company's reseller, Paras Defence & Space Technologies Ltd. ("Paras"), will now have the CE mark and ISO certification.
On December 16, 2021, the Company announced the inaugural health and wellness placement of the Safe Entry Station technology at Ste. Anne's Spa, a popular health and wellness retreat in Ontario. This marks the Company's foray into the hospitality space, as we believe the public demand for safe vacations and relaxation experiences is high.
Significant Business Developments During the Year ended January 31, 2021
Acquisition of MobileWellbeing.
In July of 2020, the Company entered into an Asset Purchase Agreement (the "MobileWellbeing Purchase Agreement") with Rajv Muradia, as seller (the "Seller"), pursuant to which the Company acquired all of the Seller's interest in MobileWellbeing, a Telemedicine Remote Patient Monitoring platform ("MobileWellbeing"). The consideration for the acquisition was a combination of cash and stock, payable as follows: upon closing of the MobileWellbeing Purchase Agreement, the Company made a $25,000 cash payment to the Seller and issued the Seller 20,000 shares of the Company's common stock, with an additional 30,000 shares issued to the Seller on the 90th day following such closing. In addition, the Mobile Wellbeing Purchase Agreement contemplates that the Seller will receive a 20% commission on net sales of the Company attributable to the MobileWellbeing Platform (which commission is capped at $500,000) and additional stock consideration up to 200,000 shares of the Company's common stock depending on whether certain milestones.
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In connection with the acquisition of MobileWellbeing, on July 17, 2020 (the "Effective Date") the Company also entered into a consulting agreement with the Seller (the "Consulting Agreement") pursuant to which the Seller shall, among other things, assist the Company with commercializing the MobileWellbeing platform. Under the Consulting Agreement the Seller was granted 80,000 stock purchase options on the effective date and subject to termination provisions, 85,000 options to be granted to the Consultant on each of the first and second anniversary dates of the effective date. Each stock option is exercisable into one (1) share of the Company's common stock, at a price equal to the then closing price of the Company's common stock on the day immediately prior to the Effective Date.
The Company plans to integrate MobileWellbeing with its Artificial Intelligence driven rapid screening system for infectious diseases, including COVID-19, and its screening modules for impairment and mental illness. Notably, we expect to turn our screening solutions into enterprise solutions with back-end patient or employee return-to-work monitoring. Additionally, we expect that this acquisition will allow Predictmedix to enter the growing markets of telehealth and clinical trials. Further, MobileWellbeing can be used for data collection, transmission, evaluation, notification and intervention at home or through kiosks that might be especially useful in Long Term Care and Retirement Community settings.
Other Developments
The Company is in the process of developing a network of marketing and distributions relationships throughout the world. We are seeking relationships that would be structured along the lines of the relationship we have with Juiceworks with respect to the IDSS product.
Prior Business
Prior to March, 2020, the Company held an investment in a Cannabis company that holds a provisional cannabis cultivation license in Jamaica. This company is Cultivar JA Limited ("Cultivar JA"). We held this interest through a wholly-owned subsidiary, Cultivar Holdings Ltd.
On March 27, 2020, the Company entered into a sale agreement (the "Sale Agreement") with respect to its 49% interest in Cultivar JA. Pursuant to the terms of the Sale Agreement, Cultivar Holdings Ltd. sold its 49% interest in Cultivar JA and all related royalty interests to the principals of Cultivar JA in exchange for the principals of Cultivar JA agreeing to cancel 4,000,000 common shares of the Company then owned by the principals. In addition, the principals also agreed to terminate their right to receive an additional 500,000 common shares of the Company which had been reserved for issuance upon Jamaica's Licensing Authority issuing final approval for Cultivar JA's license. As a result, we no longer have any interest in the cannabis industry.
For financial statement reporting purposes, the divestiture of the interest in Cultivar JA constituted a discontinued operation. A discontinued operation is a component of the Company's business that represents a separate major line of business or a geographical area of operations that has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or earlier, if the operation meets the criteria to be classified as held for sale. When an operation is classified as a discontinued operation the comparative statement of comprehensive loss and cash flow operation is represented as if the operation had been discontinued from the start of the comparative period.
The sale agreement constituted a discontinued operation of the Company effective as of March 27, 2020. As a result, all the assets and liabilities of Cultivar JA have been removed from the statement of financial position of the Company. The cancellation of 4,000,000 shares of the Company was valued at Cdn$540,000, being the fair value of the shares on the date of the sale transaction. The expenses of Cultivar JA have been determined to be a discontinued operation by the Company, and as a result, have been disclosed separately on the statement of income (loss) and comprehensive income (loss).
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Segment Information
The Company is currently focused on artificial intelligence ("AI") technologies which are targeting two specific areas: 1) workplace health and safety and 2) healthcare. All assets are located in Canada except property and equipment for $53,374 (prior year $76,255) which is located in India.
Products and Services
The Company has developed a technology to detect symptoms of disease and impairment using proprietary AI technology algorithms with a decision-making ability to determine if infection or impairment is present. The AI algorithms use several unique data points with facial and voice recognition to identify impairment. Applications for detecting drug impairment can range from roadside impairment tests to workplace safety. PredictMedix also has developed a proprietary hardware configuration for its solution in addition to the proprietary artificial intelligence algorithms (patent pending). The end user product which consists of hardware components, assembled and networked within fabricated gateway units, includes multispectral cameras and specialized sensors with processing capabilities that seamlessly communicate to our AI model in the cloud. Upon deployment, individuals pass through the gateway, triggering the system to activate a red or green light indicating who is exhibiting symptoms associated with infectious disease, such as COVID-19.
The Company also is developing a system that uses artificial intelligence to provide a method of disease management that automatically recommends and adapts a treatment regimen. More specifically, the system and method for an automatic recommendation and treatment regime for a patient involves gathering patient data, patient inputs, and a treatment pathway controller treatment to identify time series events, apply rules for diagnosis of disease, taking an approval from a medical expert, and providing a detailed treatment plan for the patient. The technology developed by Predictmedix provides a novel method and system for management of a reward program for patient treatment programs. More specifically, the system and method of management provides for reward points to motivate the patient to follow the treatment protocol.
With our acquisition of MobileWellbeing in July of 2020, the Company is integrating its products and services with the MobileWellbeing technology with the goal of offering a remote monitoring and interaction capability that will enable the Company to enter the growing area of telehealth and clinical trials.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis should be read in conjunction with Item 18. "Financial Statements" included below. Operating results are not necessarily indicative of results that may occur in future periods. This discussion and analysis contains forward- looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of many factors including, but not limited to, those set forth under "Forward-Looking Statements" and "Risk Factors" in Item 3 "Key Information" included above in this Annual Report on Form 20-F. All forward-looking statements included in this document are based on the information available to the Company on the date of this document and the Company assumes no obligation to update any forward-looking statements contained in this Annual Report on Form 20-F.
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Critical accounting policies
We prepare our financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). As such, we are required to make certain estimates, judgments, and assumptions that management believes are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The critical accounting policies are summarized in Item 18. "Financial Statements-Note 2-Critical Accounting Policies."
A. Operating results
The following discussion relates to our results of operations, financial condition and capital resources. You should read this discussion in conjunction with our financial statements and the notes thereto contained elsewhere in this report. The following disclosure is in Canadian dollars.
A. Operating results.
The following disclosure is in Canadian dollars. For comparative purpose, year ended January 31, 2022 is referred as "fiscal 2022" and year ended January 31, 2021 is referred as "fiscal 2021".
The Fiscal Year Ended January 31, 2022 and 2021
Revenues
The Company generated revenue of $35,020 during the year ended January 31, 2023 (January 31, 2022- $134,820). The revenue comprised of monthly scanning revenue relating to its business focus and development of artificial intelligence ("AI") technologies
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Expenses and Net Loss
Total operating expenses for the year ended January 31, 2023, were $2,094,377 as compared to operating expenses of $1,966,998 for the year from January 31, 2022.
| Year ended January 31, 2023 |
Year ended January 31, 2022 |
|||||
| Revenue (Note 12) | $ | 35,020 | $ | 134,820 | ||
| Cost of revenue | 8,400 | 50,000 | ||||
| Gross profit | 26,620 | 84,820 | ||||
| Expenses | ||||||
| Administration and general | $ | 89,434 | $ | 33,349 | ||
| Amortization and depreciation (Notes 4, 5) | 159,455 | 79,288 | ||||
| Audit and accounting | 70,050 | 33,983 | ||||
| Consulting fees | 351,875 | 175,746 | ||||
| Interest | 2,870 | — | ||||
| Investor relations | 51,936 | 99,307 | ||||
| Legal fees | 94,837 | 192,615 | ||||
| Management fees (Note 8) | 282,010 | 269,845 | ||||
| Marketing expenses | 294,056 | 508,609 | ||||
| Payroll and related | 115,929 | 165,342 | ||||
| Rent expense (Note 8) | 35,901 | 32,147 | ||||
| Research and development | 82,600 | 72,885 | ||||
| Share based compensation (Note 6) | 350,583 | 182,996 | ||||
| Transfer agent and filing fees | 65,576 | 51,244 | ||||
| Travel, entertainment and related | 11,265 | 33,642 | ||||
| Vehicle use expenses (Note 8) | 36,000 | 36,000 | ||||
| Total operating expenses | (2,094,377 | ) | (1,966,998 | ) |
Significant variances
Amortization expense for the year ended January 31, 2023 was $ 159,455 as compared to $79,288 for the prior year. During the prior year, the Company commenced amortization of intangibles on a straight-line basis over the estimated useful life for 5 years. In addition, the Company acquired property and equipment for $94,827 during the year (prior year: $84,755) and the amortization of property and equipment for the current year was $36,535 as compared to $16,688 for the prior year.
Investor relations cost for the current year was $51,936 as compared to $99,307 for the prior year. During the current year the Company reduced this expense due to lower proceeds from private placements.
Non-cash share-based compensation of $350,583 for the year ended January 31, 2023 (prior year $182,996), consists of the fair value (Black- Scholes calculation) of the vesting of options to directors, officers and consultants.
Management fees for the year ended January 31, 2023 consist of fees paid to senior management or to Companies owned by senior management (1) $120,000 (prior period $109,500) paid to the CEO for services, (2) $102,000 (prior period $92,000) paid to the COO for services, (3) $60,010 (prior period $68,345) paid to the CFO for services.
Research and development costs for $82,600 for the year ended January 31, 2023 (prior year $72,885) are costs incurred for ongoing development of Artificial Intelligence powered facial and voice recognition technology to detect impairment. Certain expenses related to research (i.e. design and architecture that are not expected to provide an economic benefit) are expensed rather than recognized as an intangible asset.
Consulting fees costs $351,875 for the year ended January 31, 2023 (prior year $175,746) consists primarily of fees paid to consultants to assist with growth of business.
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Payroll and related costs for $115,929 (prior period $165,342) relates to employment of technical staff to assist with the growth of business and reduce its reliance on outside consultants during the year ended January 31, 2023.
Legal fees for the year ended January 31, 2023, was $94,837 as compared to legal fees for $192,615 for the year ended January 31, 2022. The higher legal fee in the prior period relates to the added legal costs to register the Company with the SEC.
Transfer agent and filing fees for $65,576 (prior year $51,244) for the year ended January 31, 2023 consists primarily the costs of filing and compliance for the Company's CSE and OTC listing.
Marketing expenses for $294,056 for the year ended January 31, 2023 (prior year $508,609) consists of expenses incurred to market the public Company and its products. The high costs in the prior period was due to the Company's overall increased business after becoming a public company with additional costs for market making, decks, content creation and website support and maintenance.
No cash dividends have been paid by the Company. The Company has no present intention of paying cash dividends on its common shares as it anticipates that all available funds will be invested to finance existing activities.
B. Liquidity and capital resources.
At January 31, 2023, the Company had cash and cash equivalents of $79,250 and working capital deficit of $733,644. During the year ended January 31, 2023, the Company received $546,800 from financing activities, used $534,175 in operating activities and $144,677 in investing activities.
At January 31, 2022, the Company had cash and cash equivalents of $211,302 and working capital of $291,952. During the year ended January 31, 2022, the Company received $1,681,628 from financing activities, used $1,532,254 in operating activities and $418,123 in investing activities.
During the year ended January 31, 2023, the Company had cash outflows from operating activities of $534,175 (prior year outflows for $1,532,254), which was a result of the net loss of $2,067,757 (prior year $1,882,178), reduced by the non- cash items included in net loss of $677,908 (prior year reduced by $298,534) and reduced by changes in non-cash working capital of $855,674 (prior period reduced by $51,390). The overall reduction in cash outflows from operating activities by $998,079 is attributable to the reduction in spend of $47,371 in investor relations costs, reduction in marketing cost expense of $214,553, reduction in legal costs by $97,778, reduction of sales tax receivable for $185,500 in current year as compared to an increase of $99,530 in prior year and increase in accounts payable for $498,802 in current year as compared to increase for $199,098 in prior year.
The non- cash items included in net loss for the year ended January 31, 2023, includes amortization of intangible assets for $122,920 (prior year $62,601), amortization of property and equipment for $36,535 (prior year $ 16,688), share based compensation of $350,583 (prior year $182,996), shares issued for services for $165,000 (prior year $36,250) and interest accrued for $2,870 (prior year $nil)
The non-cash working capital adjustments for the year ended January 31, 2023, includes outflow as a result of decrease in sales tax receivable for $185,500 (prior year increase of $99,530), inflow as a result of decrease in prepaid expenses for $29,553 (prior year decrease in prepaid expenses for $106,147), inflow as a result of reduction in accounts receivable by $157,039 (prior year increase for $169,545), inflow as a result of increase in accounts payable and accrued liabilities for $498,802 (prior year increase for $199,098) and outflow as a result of decrease in deferred revenue for $15,220 (prior year increase for $15,220).
The Company had outflow from investing activities during the year ended January 31, 2023, for $144,677 (prior year outflow for $418,123). During the current year, the Company purchased property and equipment for $94,827 (prior year $84,755) and invested in intangible assets for $49,850 (prior year $333,369).
The Company had inflow from financing activities during the year ended January 31, 2023, for $546,800 (prior year inflow of $1,681,628). During the year the Company received 495,000 from proceeds of private placement of units (prior year $1,090,085) and incurred $33,200 as issue expenses (prior year $3,770). In addition, during the year the Company received $35,000 being proceeds of a promissory note repayable in four months (prior year: nil) and received $50,000 being subscriptions for shares (prior year: $nil)
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The Company has financed its operations from inception to date through the issuance of equity shares.
The Company's administrative and other expenses may exceed available cash resources and additional funding may be required to further its projects and to meet ongoing requirements for general operations. The ability of the Company to continue as a going concern is dependent on raising additional financing, development of its projects and generation of profitable operations.
As such, the Company believes it will require additional funding over the next 12 months.
The Company's objectives when managing its capital structure are to preserve the Company's access to capital markets and its ability to meet its financial obligations.
Based on available funds, the Company manages its capital structure and makes adjustments to it to maintain flexibility while achieving the objectives stated above as well as support future business opportunities.
To manage the capital structure, the Company may adjust its project plans, operating expenditure plans, or issue new common shares. The Company monitors its capital structure using annual forecasted cash flows, expenditure budgets and targets for the year as well as corporate capitalization schedules. This is achieved by the Board of Directors' review and acceptance of expenditure budgets that are achievable within existing resources and the timely matching and release of the next stage of expenditures with the resources made available from private placements or other funding.
The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company is not subject to externally imposed capital requirements or covenants.
Please see Item 4. Above for information regarding the anticipated timeframe and development costs for each of our Impairment Detection Screening Station, Mental Health Screening devices and MobileWellbeing Product.
C. Research and development, patents and licenses, etc.
Since 2019, the Company has been focused on the development and deployment of its AI assisted diagnostic technology, with an emphasis on screening for infectious diseases and cannabis/alcohol impairment. More recently, the Company has expanded to include the development of mental health and wellness diagnostic, monitoring and treatment tools. During the years ended January 31, 2023 and, 2022 we incurred research and development expenditures of $82,600 and $72,885 respectively.
D. Trend information.
Other than as disclosed elsewhere in this Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the reported financial information in this Form 20-F to be not necessarily indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
Not applicable.
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Item 6. Directors, Senior Management and Employees
A. Directors and senior management.
The following table sets forth the name, province/state and country of residence, date of birth, position held with the Company and principal occupation during the five preceding years of each person who is a director and/or an executive officer of the Company as at the date hereof.
| Name, Province or State and Country of Residence, and Title(1) |
Title | Date Served as Director or Officer Since |
| Sheldon Kales(2) Ontario, Canada |
Director, President Chief Executive Officer of the Company |
September 23, 2019 |
| Dr. Rahul Kushwah Ontario, Canada |
Director and Chief Operating Officer |
December 12, 2018 |
| Tomas Sipos(2) Ontario, Canada |
Director of the Company |
September 23, 2019 |
| Rakesh Malhotra Ontario, Canada |
Chief Financial Officer | September 23, 2019 |
|
Notes: |
| (1) | The information as to place of residence, principal occupation and number of Common Shares beneficially owned or over which a director or officer of the Company exercises control or direction, is not within the knowledge of the management of the Company and has been furnished by the respective directors and officers of the Company. |
| (2) | Member of the Audit Committee. |
Director and Executive Officer Biographies
Sheldon Kales, Director and Chief Executive Officer
Mr. Kales is a Director and the President and Chief Executive Officer of the Company. Previously, he was the CEO of Chester Gold Corp., a private mining exploration company in northern Ontario. Mr. Kales was also the Founder, CEO and director of Security Devices International Inc., a public company quoted on the OTCBB in the United States from 2005 to 2010. From 2006 to 2008 Mr. Kales served as a director of L.A.M. Pharmaceutical Corp., a company quoted on the OTCBB. He has extensive leadership experience in managing and operating research and development operations of technology companies across the United States, Canada and the Middle East. Mr. Kales is a graduate of the University of Toronto with a Bachelor of Arts degree. Mr. Kales is 67 years old. Mr. Kales is the chairman of the board of DeepSpatial Inc. ("DeepSpatial"). Mr. Kales also divides business time between the Company and DeepSpatial.
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Dr. Rahul Kushwah, Director and Chief Operating Officer
Dr. Kushwah is a Director and the Chief Operating Officer of the Company. Previously, he held a faculty appointment with the Faculty of Medicine at the University of Ottawa and was an accomplished federal government scientist with the Human Health Therapeutics branch of the National Research Council of Canada. Additionally, Mr. Kushwah has served as a consulting scientist with the Hospital for Sick Children in Toronto, Ontario, and is a regular speaker at several international speaking engagements. Mr. Kushwah has also authored several publications in medical journals and serves as a reviewer and editor for several journals in the medical field. Mr. Kushwah received his doctorate from the University of Toronto and has been a recipient of the Banting Post-Doctoral Fellowship in Medicine and CIHR Post-Doctoral Fellowship. Dr. Kushwah is 40 years old. In addition to his position as the Chief Operating Officer of the Company, Mr. Kushwah is also the chief executive officer of DeepSpatial, and he divides his business time between the Company and DeepSpatial.
Tomas Sipos, Director
Tomas Sipos is an independent director of the Company. Mr. Sipos is an energetic change leader and strategic thinker with a consistent global track record in Finance, mergers and acquisitions, financings, IPO's, investor relations and investment banking. He has successfully closed several large international transactions in a diverse range of industries. He is team builder adept at communications, negotiations and financial strategy. Mr. Sipos also serves as an independent director of Deepspatial. Mr. Sipos is 61 years old.
Rakesh Malhotra, Chief Financial Officer
Mr. Malhotra is the Chief Financial Officer of the Company. Mr. Malhotra holds CPA licenses in Canada and in Illinois and has over twenty years of experience in the preparation of financial statements, auditing, public company reporting in Canada and the United States, financial management and compliance and risk management. He has knowledge and experience in the application of IFRS, U.S. GAAP and Canadian GAAP. Mr. Malhotra serves as the part-time chief financial officer and as a consultant to multiple publicly reporting companies in Canada. Mr. Malhotra is 66 years old. In addition to his position as Chief Financial Officer of the Company, Mr. Malhotra holds positions as the chief financial officer in the following early-stage companies: Nerds on Site Inc. (CSE/ OTCQB), DeepSpatial and Aion Therapeutic Inc. (CSE). Mr. Malhotra anticipates devoting approximately 20% of his business time to the Company. Should the Company require more of his time in the future, Mr. Malhotra will adjust his commitment or obtain additional support.
Cease Trade Orders, Bankruptcies, Penalties and Sanctions
Other than as set out below, no director or executive officer of the Company, is or was within 10 years before the date of this Form 20-F, a director, chief executive officer or chief financial officer of any company that:
(a) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) while that person was acting in that capacity, was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days.
No director or executive officer of the Company and no shareholder holding a sufficient number of securities of your company to affect materially the control of the Company is, as at the date of this Form 20-F or has been within the 10 years before the date of the Form 20-F:
37
(a) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
(b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; or
(c) has been subject to:
(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in making an investment decision; or
(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in making an investment decision.
A cease trade order was issued against the Company (then under different ownership and management) by the BCSC on December 6, 2011 and by the Alberta Securities Commission on March 5, 2012 as a result of the Company's failure to meet filing requirements. The Company since addressed all of the outstanding filing deficiencies and brought its continuous disclosure records on SEDAR up to date. In turn, both cease trade orders were revoked on May 16, 2018. Prior to September, 2019, the Company was owned and controlled by third parties not affiliated with the current ownership or management of the Company. See Item 4-A - "History and development of the Company."
On July 2, 2019, a cease trade order was issued against Rakesh Malhotra under the securities laws of British Columbia in connection with securities of Eyecarrot Innovations Corp., an issuer for which Mr. Malhotra is an insider. Eyecarrot Innovations Corp. addressed all of the outstanding filing deficiencies and the cease trade order was revoked on September 16, 2019.
On August 31, 2021, a cease trade order was issued against Rakesh Malhotra under the securities laws of British Columbia in connection with securities of Aion Therapeutic Inc., an issuer for which Mr. Malhotra is an insider. Aion Therapeutic Inc. addressed all of the outstanding filing deficiencies and the cease trade order was revoked on November 3, 2021.
B. Compensation.
Stock Option Plan
The Company has established a rolling Stock Option Plan (the "Plan") under which the Company may grant stock purchase options to its directors, officers, employees and certain consultants. Under the Plan, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares of the Company. Exercise price, vesting and expiry provisions for individual grants shall be determined by the Board of Directors at the date of such grant, provided however, that the exercise price of each option shall not be less than the market price of the Company's shares at the date of grant and the maximum term of each option shall not be greater than 10 years.
Eligibility to Receive Bonuses in the Form of Cash Payments
The Compensation Committee, together with recommendations from management, awards bonuses based on both individual performance and corporate success at various times throughout the year. At this time, the Company does not have any specific milestone criteria for issuing bonuses.
38
No cash fees are paid to Directors to attend meetings
Named Executive Officers
The Company's principal executive officers (the "Named Executive Officers") are Sheldon Kales, President and Chief Executive Officer, Dr. Rahul Kushwah, Chief Operating Officer and Rakesh Malhotra, Chief Financial Officer.
39
The following table sets forth particulars of all compensation paid to the Named Executive Officers during the years ended January 31, 2023 and 2022.
| NEO Name And Principal Position |
Financial Year ended January 31 |
Salary ($) | Share- based awards ($) |
Option- based awards ($) |
Non-equity incentive plan compensation ($) |
Pension value ($) |
All other compensation ($) |
Total compensation ($) |
|
| Annual incentive plans |
Long- term incentive plans |
||||||||
| Sheldon Kales (1)(President, CEO and Director) | 2023 2022 |
109,500 |
- |
46,500 |
156,000 |
||||
| Dr. Rahul Kushwah (2) (COO) |
2023 2022 |
92,000 |
- |
18,000 |
110,000 |
||||
| Rakesh Malhotra (CFO) |
2023 2022 |
68,345 |
- |
- |
68,345 |
||||
(1) Mr. Kales is compensated through a two-year contract dated July 1, 2022 with Greenacres Medical Corp., a Canadian corporation owned and controlled by Mr. Kales ("Greenacres"). Pursuant to this two-year agreement, Mr. Kales is paid monthly compensation of $10,000 for CEO services In addition, the Company pays Greenacres rent in the amount of $2,000 per month and $1,500 per month for Mr. Kales' vehicle.
(2) Dr. Kushwah is compensated through an Agreement dated July 1, 2022 between the Company and 2499597 Ontario Inc., a Canadian corporation owned and controlled by Dr. Kushwah. The Agreement has a term of two years and provides for monthly compensation of $8,500 for COO services. In addition, pursuant to the Agreement, the Company pays $1,500 per month for Dr. Kushwah's vehicle.
STATEMENT OF EXECUTIVE COMPENSATION
General
For the purpose of this Statement of Executive Compensation:
"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);
"NEO" or "Named Executive Officer" means:
(a) each individual who served as CEO of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,
40
(b) each individual who served as CFO of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,
(c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor acting in a similar capacity, at the end of that financial year;
"plan" includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and
"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.
The Company's NEOs for each of the Company's two most recently completed financial years were: Sheldon Kales, President and CEO, Dr. Rahul Kushwah, COO and Rakesh Malhotra, CFO.
Compensation Discussion and Analysis
This section sets out the objectives of the Company's executive compensation arrangements, the Company's executive compensation philosophy and the application of this philosophy to the Company's executive compensation arrangements. It also provides an analysis of the compensation design, and the decisions that the Board made in the fiscal year 2020 with respect to the NEOs. The Company considers the following objectives when determining compensation arrangements for the NEOs: (i) retaining an executive critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and Shareholders; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.
Benchmarking
A variety of factors are considered when designing and establishing, reviewing and making recommendations for executive compensation arrangements for all executive officers of the Company. The Board typically does not position executive pay to reflect a single percentile within the industry for each executive. Rather, in determining the compensation level for each executive, a variety of factors are considered, such as the relative complexity of the executive's role within the organization, the executive's performance and potential for future advancement, the compensation paid by the other companies in comparative industries, and pay equity considerations.
Elements of Named Executive Officer Compensation
The compensation paid to the Company's NEOs generally consists of two primary components: a base salary; and long-term incentives in the form of stock options granted under the Company's stock option plan (the "Option Plan"). The key features of these two primary components of compensation are discussed below:
1. Base Salary
Base salary recognizes the value of an individual to the Company based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Company competes for talent. Base salaries for the NEOs are reviewed annually. Any change in base salary of a NEO is generally determined by an assessment of such executive's performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role such executive officer played in such corporate performance.
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2. Long-Term Incentives
The Company provides long-term incentives to its NEOs in the form stock options granted pursuant to the Option Plan as part of its overall executive compensation strategy. The Company believes that granting stock options serve the Company's executive compensation philosophy in several ways, including: by helping to attract, retain, and motivate talent; aligning the interests of the NEOs with those of Shareholders by linking a specific portion of the officer's total pay opportunity to the share price; and by providing long-term accountability for its NEOs.
Risks Associated with Compensation Policies and Practices
The Company's executive compensation policies and practices are intended to align management incentives with the long-term interests of the Company and its Shareholders. In each case, the Company seeks an appropriate balance of risk and reward. Practices that are designed to avoid inappropriate or excessive risks include: (i) financial controls that provide limits and authorities in areas such as capital and operating expenditures to mitigate risk taking that could affect compensation, (ii) balancing base salary and variable compensation elements, and (iii) spreading compensation across short and long-term programs.
Outstanding Share-Based Awards and Option-Based Awards
The following table sets forth particulars of all outstanding share-based and option-based awards granted to the Directors and the Named Executive Officers and which were outstanding at January 31, 2023 and January 31, 2022, expressed in Canadian dollars:
| Option-Based Awards |
Share-Based Awards | |||||||
| Name | Year ended January 31, |
Number of securities underlying unexercised options |
Option exercise price ($) |
Option expiration date |
Value of unexercised in- the-money options ($) |
Number of shares or units of shares that have not vested |
Market or payout value of share- based awards that have not vested |
Market or payout value of vested share-based awards not paid out or distributed |
| Sheldon Kales | 2023 2022 |
- |
- |
n/a |
- |
- - |
- - |
- - |
| Dr. Rahul Kushwah | 2023 2022 |
- |
- |
n/a |
- |
- - |
- - |
- - |
| Tomas Sipos | 2023 2022 |
- |
- |
n/a |
- |
- - |
- - |
- - |
| Ajit Kumar* | 2023 2022 |
- |
- |
n/a |
- |
- - |
- - |
- - |
| Rakesh Malhotra | 2023 2022 |
- |
- |
n/a |
- |
- - |
- - |
- - |
* On June 6, 2022, Mr. Kumar resigned as a director of the Company.
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Incentive Plan Awards - Value Vested or Earned During the Year
The following table summarizes, for the Named Executive Officers of the Company, the value of incentive plan awards vested or earned during the years ended January 31, 2023 and January 31, 2022, expressed in Canadian dollars:
| NEO Name |
Fiscal year ended January 31, |
Option-based awards - Value vested during the year ($) |
Share-based awards - Value vested during the year ($) |
Non-equity incentive plan compensation - Value earned during the year ($) |
| Sheldon Kales | 2023 2022 |
- - |
- - |
- - |
| Dr. Rahul Kushwah | 2023 2022 |
- - |
- - |
- - |
| Tomas Sipos | 2023 2022 |
- - |
- - |
- - |
| Ajit Kumar | 2023 2022 |
- - |
- - |
- - |
| Rakesh Malhotra | 2023 2022 |
16,700 - |
- - |
- - |
* On June 6, 2022, 2023, Mr. Kumar resigned as a director of the Company.
The table below provides the names of the individuals serving on the Company's the Advisory Committee, their qualifications and the stock options that were granted to each member of the Advisory Committee in the fiscal years ended January 31, 2023 and January 31, 2022. Also see Item 7(c) ("Stock Options") below.
| Options Received in the Year Ended 1/31/2022 |
Options Received in the Year ended 1/31/2023 |
|||
| Kapil Raval | Advisory Committee Chairman. | - | - | |
| Nandan Mishra |
Artificial Intelligence Lead |
- | - | |
| Rajiv Muradia | Product Lead |
- | - | |
| Himanshu Ujjawal Singh |
Co- Artificial Intelligence Lead |
- | - |
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| Praveen Kumar |
Data Analytics Lead |
- | - | |
| Dr. Mike Hart |
Advisor |
- | - | |
| Dr. Alexander D. Bardon, MD |
Medical Advisor |
- | - | |
| Prabhakar Srivastava |
Advisor, Business Development | - | - | |
| Dr. Deepu Banerji, MSc, PhD |
Advisor | - | - | |
| Dr. Dawn Decunha, PhD |
Advisor | - | - | |
| Dr. Navdeep Singh Nanda, MBBS, MS, DNB |
Advisor | - | - | |
| Dr. Indranil Saha, PhD |
Advisor |
- | - | |
| Dr. Nitin Kadam, MBBS, DHC, MD |
Advisor | - | - | |
| Kiran Kumari |
Advisor |
- |
- | - |
| Dr. Tally Bodenstein, PhD | Advisor | - | - |
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During the financial year ended January 31, 2023, there were four individuals who served as a director of the Company for either all or a portion of the year. The following table sets forth particulars of all compensation paid to directors who were not named executive officers during the years ended January 31, 2023 and January 31, 2022, expressed in Canadian dollars:
| Name | Fiscal Year Ended January 31, |
Fees Earned ($) |
Share- based Awards ($) |
Option-based Awards ($) |
Non-equity Incentive Plan Compensation ($) |
Pension Value ($) |
All other Compensation ($) |
Total ($) |
| Tomas Sipos | 2023 2022 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
| Ajit Kumar* | 2023 2022 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
* On June 6, 2022, 2023, Mr. Kumar resigned as a director of the Company.
As of January 31, 2023, there were 500,000 share-based or option awards granted to the Directors or the Named Executive Officers.
C. Board practices.
Mandate of the Board
The Board has responsibility for stewardship of the Company. The Board is ultimately responsible for supervising the management of our business and affairs. The Board generally discharges its responsibilities either directly or through one or more committees. Specific responsibilities of the Board include:
• Appointing Management - including appointments of executive officers;
• Strategic Planning - including the review and approval of the Company's business, financial and strategic plans;
• Monitoring of Financial Performance and Other Financial Reporting Matters - including review and approval of our audited and interim consolidated financial statements and management's discussion and analysis of financial conditions and results of operations;
• Risk Management - including the identification of principal business risks and the implementation of appropriate systems to effectively monitor and manage such risks;
• Policies and Procedures - including the approval and monitoring of all policies and procedures including those related to corporate governance, ethics and confidentiality; and
• Communication and Reporting - including timely and accurate disclosure of financial reports and other material corporate developments.
Election of Directors
Each director is elected at the annual meeting of shareholders or appointed pursuant to the provisions of our Articles of Incorporation and applicable law to serve until the next annual meeting or until a successor is elected or appointed, subject to earlier resignation by the director. The start of each director's term of service is set forth in Item 6.A above. No directors have service contracts providing for benefits upon termination of employment.
Audit Committee
45
Composition of the Audit Committee
The current members of the Audit Committee are Sheldon Kales and Tomas Sipos. Mr. Sipos is an independent member of the Audit Committee. Mr. Kales, by virtue of his position as President and Chief Executive Officer of the Company, is not considered independent.
Relevant Education and Experience
All of the members of the Company's Audit Committee are "financially literate." For this purpose, an individual is considered financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. All of the members of the Audit Committee have an understanding of the accounting principles used by the Company to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting. In addition to each member's general business experience, the education and experience of each Audit Committee member relevant to the performance of his or her responsibilities as an Audit Committee member is as follows.
| Sheldon Kales | Mr. Kales is a serial entrepreneur and a business leader. He has extensive leadership experience in managing and operating research and development operations of technology companies across the United States, Canada and the Middle East. He has also served as a director and/or officer of several publicly listed companies. |
| Tomas Sipos | Mr. Sipos has longstanding experience in corporate finance and investment banking and served as a senior executive of several companies including Vice President, Mergers and Acquisitions of Ernst &Young (Toronto) and Managing Director of Investment Banking European Privatization & Investment Corporation and Senior Investment Banker for the International Finance Corporation. Mr. Sipos holds a (Honors) Bachelor of Science in chemical engineering from Queen's University and a MBA from the University of Toronto, Rotman School of Business. |
Audit Committee Oversight
In the fiscal years ended January 31, 2020, January 31, 2021 and 2022 all of the recommendations of the Audit Committee with respect to the Company's previous external auditor, Harbourside CPA LLP (previously named Buckley Dodds LLP), were adopted by the Board.
In the fiscal year ended January 31, 2023 all of the recommendations of the Audit Committee with respect to the external auditor, Kreston GTA LLP, were adopted by the Board.
Pre-Approval Policies and Procedures
Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. The engagement of non-audit services would be considered by the Board, and where applicable by the Audit Committee, on a case-by-case basis.
Charter
A copy of the Audit Committee's charter has been previously filed with the Commission.
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Compensation Committee
The Board itself acts as a compensation committee. Mr. Sipos is considered "independent." Mr. Kales and Dr. Kushwah are not considered "independent."
The Board decides such matters as:
• Monitoring the total compensation paid by the Company to its senior executives and significant consultants; and
• Administering the Company's Stock Option Plan.
Governance Committee
The Board itself acts as a governance committee. Mr. Sipos is considered "independent." Mr. Kales and Dr. Kushwah are not considered "independent."
The Board decides such matters as:
• developing corporate governance principles applicable to the Company; and
• identifying qualified individuals for nomination to the Board of Directors.
D. Employees.
As of the date of this Form 20-F, the Company has no employees located in its Toronto office.
E. Share ownership.
The number of Common Shares held by Directors and Senior Management as of January 31, 2023 is set forth below.
| Name | Number and percentage* of Common Shares beneficially owned, or controlled or directed, directly or indirectly |
| Sheldon Kales | 29,041,000 (23.8%) |
| Dr. Rahul Kushwah | 8,000,000 (6.6%) |
| Thomas Sipos | 450,000 (0.4%) |
| Malhotra | 225,000 (0.2%) |
* Based on 122,051,292 common shares issued and outstanding as of January 31, 2023.
F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation
Not applicable.
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Item 7. Major Shareholders and Related Party Transactions
A. Major shareholders.
The following table states the number of Common Shares beneficially owned by each person known to us who beneficially owns more than 5% of our issued and outstanding Common Shares as of January 31, 2023. The persons listed below are deemed to be the beneficial owners of Common Shares underlying options and/or warrants that are exercisable within 60 days from the above date. The percentages shown below are based on an aggregate total of 122,051,292 outstanding Common Shares as of January 31, 2023, plus the number of Common Shares underlying options or warrants that are exercisable within 60 days for the indicated beneficial owner.
|
Name of Shareholder |
Number of Shares Owned |
Percentage of Class |
|
Sheldon Kales |
29,041,000 |
23.8% |
|
Rahul Kushwah |
8,000,000 |
6.6% |
Major Shareholders Voting Rights
Our major shareholders do not have different voting rights from other holders of our Common Shares.
Record Holders
As of June 12, 2023, there are 107 registered shareholders of the Company, 57 of which, holding a total of 135,480 common shares have registered address in the United States. Consequently, approximately 0.1%* of our issued and outstanding common shares are held by United States persons. The foregoing registered share numbers are not representative of the number of beneficial holders of our shares, nor is it representative of where such beneficial holders reside primarily because many of these ordinary shares are held of record by brokers or other nominees.
*Based upon 134,303,908 shares of common stock issued and outstanding as of June 12, 2023.
B. Related party transactions.
Related parties include key management personnel, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Key management of the Company are members of the Board of Directors, the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and the Chief Operating Officer ("COO").
| Year ended January 31, 2023 |
Year ended January 31, 2022 |
|||
| Management fees to the CEO | $ | 120,000 | $ | 109,500 |
| Management fees to the COO | 102,000 | 92,000 | ||
| Management fees to the CFO | 60,010 | 68,345 | ||
| Total Management fees | $ | 282,010 | $ | 269,845 |
| Vehicle expense to the CEO | 18,000 | 18,000 | ||
| Vehicle expenses to the COO | 18,000 | 18,000 | ||
| Rent to the CEO included in rent expense | 24,000 | 28,500 | ||
| $ | 342,010 | $ | 334,345 |
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During the year ended January 31, 2023, the Company paid $149,000 (January 31, 2022: $127,000) being marketing and other expenses to companies controlled by the close family member of the CEO.
As of January 31, 2023, there was $197,108 due to related parties (January 31, 2022- $nil). During the year ended January 31, 2023, there was $12,995 advanced to the CEO to meet Company expenses (2022: $12,995) and included in prepaid expenses.
C. Interests of experts and counsel.
None
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information.
Financial statements are included in Item 18. "Financial Statements" commencing on page F-1.
Legal proceedings
No legal or arbitration proceeding that can have significant impact on our financial position or profitability is pending or is reasonably expected to be pending.
Dividends
We have not declared or paid any dividends since incorporation and we have no present intention to declare or pay any dividends in the foreseeable future. Any decision to declare or pay dividends on the Common Shares will be made by the board of directors based upon our earnings, financial requirements and other conditions existing at such future time.
B. Significant Changes.
No significant change has occurred since the date of the annual financial statements included in this Annual Report on Form 20-F.
Item 9. The Offer and Listing.
A. Offer and listing details.
No offering is made by this Annual Report, No new listing on an exchange is contemplated as of the date hereof. The Company is a reporting issuer in the Province of Ontario and our Common Shares are listed for trading on the Canadian Securities Exchange in Canada, under the symbol "PMED:CSE". The common shares are also quoted on the OTCQB® under the symbol "PMEDF" and on the Frankfort Stock Exchange under the symbol "3QP." Our Common Shares are in registered form and the transfer of our common shares is managed by our transfer agent, National Securities Administrators Ltd.
For additional details regarding our Common Shares, see Item 10.A, "Share Capital".
B. Plan of distribution.
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Not applicable.
C. Markets.
See Item 9.A "Offer and listing details."
D. Selling shareholders
Not applicable.
E. Dilution.
Not applicable.
F. Expenses of the issue.
Not applicable.
Item 10. Additional Information.
A. Share capital.
Not Applicable.
B. Memorandum and Articles of Association.
Incorporation.
The Company was incorporated in the Province of British Columbia on September 3, 1987 under the BCBCA under the name "Riviera Explorations Ltd." In 1993, the Company changed its name from Riviera Explorations Ltd. to "Kentucky Oil &Gas Inc." In 1994 the Company changed its name from Kentucky Oil &Gas Inc. to "Integrated Card Technologies Inc." In 1997, the Company changed its name from Integrated Card Technologies Inc. to "Arizona Ventures Ltd." As of August 31, 1998, the Company changed its name from Rizona Ventures Ltd. to "Admiral Bay Resources Inc." ("Admiral"). Effective as of September 23, 2019, Admiral was part of a three-way amalgamation that resulted in its name being changed to Cultivar Holdings Ltd. On April 9, 2020, the Company changed its name to "Predictmedix Inc."
Objects and Purpose
The Company's Memorandum and Articles of Association ("Articles") do not contain a description of the Company's objects and purposes.
Powers of Directors
Management of the Company's Business
The directors of the Company manage and supervise the management of the affairs and business of the Company and have authority to exercise all such powers of the Company as are not, by the BCBCA or by the Articles, required to be exercised by the Company's shareholders.
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Election and Qualification of Directors
Each director holds office until the Company's next annual general meeting or until he or she is removed, dies or his office is earlier vacated in accordance with the Company's Articles or with the provisions of the BCBCA. A director appointed or elected to fill a vacancy on the Company's board holds office until the Company's next annual general meeting.
Under the Company's Articles, a director is not required to shares of the Company as qualification to hold office, but must be qualified as required by the BCBCA to become, act or continue to act as a director.
Remuneration of Directors
The directors are entitled to the remuneration, if any, for acting as directors as the directors may from time to time determine. If the directors so decide, the remuneration of the directors will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to a director in such director's capacity as an officer or employee of the Company. Directors are also entitled to reimbursement for reasonable expenses incurred in their capacity as a director.
Disclosable Interest
A director may not vote on a proposal, arrangement or contract in which the director is materially interested, unless all the directors have a material interest in same, in which case any or all of those directors may vote on such matter.
Borrowing Powers
The Company's Articles provide that the Company, if authorized by its directors, may:
• borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;
• issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;
• guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
• mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.
Retirement
Our Articles do not set out a mandatory retirement age for our directors.
Special Rights or Restrictions Attached to Shares
Common Shares
The Company has 300,000,000 shares of common stock authorized. The holders of the Common Shares are entitled to dividends, if, as and when declared by the Board of Directors. The Company's shares are not subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a shareholder to contribute additional capital. Holders of Common Shares are entitled to receive notice of meetings of shareholders of the Company, to attend and to cast one vote per Common Share at all such meetings.
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Location of Meetings
General meetings of shareholders may be held at a location outside of British Columbia to be determined and approved by a directors' resolution.
Time to Hold Meetings
Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.
Calling Meetings of Shareholders
The Company's directors may, at any time, call a meeting of shareholders. Under the BCBCA, the holders of not less than 1/20th (5%) of the Company's issued shares that carry the right to vote at a meeting may require the Company's directors to call a meeting of shareholders for the purposes of transacting any business that may be transacted at a general meeting.
Persons Entitled to Attend Shareholder Meetings
Shareholders entitled to vote at meetings are entitled to attend any meeting of shareholders. In addition, the directors, the president, if any, the secretary, if any, the assistant secretary (if any), the auditor of the Company, the lawyers for the Company and any other persons invited by the directors. any lawyer or auditor for the Company are entitled to attend any meeting of shareholders, provided however, that any such attendee is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.
Quorum for Shareholder Meetings
The number of shareholders that must be present in person or by proxy at a meeting to constitute a quorum is 2. If there is only one shareholder entitled to vote at a meeting of shareholders, then the quorum is one person.
Alteration of the Rights of Shareholders
All or any of the rights attached to our common shares, or any other class of shares duly authorized may, subject to the provisions of our articles or the BCBCA, be altered by a special resolution passed at a meeting of the holders of the shares of that class. A "special resolution" is a resolution passed by not less than two-thirds of the votes cast by the shareholders entitled to vote on the resolution at a meeting of shareholders at which a quorum is present.
C. Material Contracts.
The following table lists material contracts entered into by the Company for the two years preceding the filing of this Annual Report.
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| Date and Name of Agreement |
Description |
| July 28, 2021 Assignment of Patent Rights |
"Utilizing Healthcare Providers Network Effect To Increase Compliance For Better Health Outcomes" Rajiv Muridia, Assignor |
| August 6, 2021 Assignment of Patent Rights |
"System And Method To Provide Product Recommendation And Sponsored Content To Patients Managed By Computerized Workflows For Treatment Protocols" Rajiv Muridia, Assignor |
| July 1, 2022 Consulting Agreement |
Consulting Agreement (the "CEO Agreement") dated July 1, 2022 with Greenacres Medical Corp., a Canadian corporation ("Greenacres") owned and controlled by Mr. Kales. The CEO Agreement has a term of two years and provides for monthly compensation of $10,000 for CEO services. In addition, the Company pays Greenacres rent in the amount of $2,000 per month and $1,500 per month for vehicle expenses. |
| July 1, 2022 Consulting Agreement |
Consulting Agreement (the "COO Agreement") dated July 1, 2022 between the Company and 2499597 Ontario Inc., a Canadian corporation owned and controlled by Dr. Kushwah. The COO Agreement has a term of two years and provides for monthly compensation of $8,500 for COO services and $1,500 per month for vehicle expenses. |
D. Exchange controls
There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Company's common shares. Any remittances of dividends to United States residents are, however, subject to a 25% withholding tax pursuant to the Income Tax Act (Canada). Provided a United States resident is entitled to the benefit of the reciprocal tax treaty between Canada and the United States, such rate is generally reduced to 15% (5% if the shareholder is a corporation owning at least 10% of the outstanding common shares of the Company).
Except as provided in the Investment Canada Act (the "Act"), there are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents of the Company on the right of foreigners to hold or vote the common shares of the Company.
The following discussion summarizes the principal features of the Investment Canada Act for a non-resident who proposes to acquire the common shares.
The Investment Canada Act generally prohibits implementation of an acquisition of control of a Canadian business that exceeds the applicable financial threshold for review by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an "entity") that is not a "Canadian" as defined in the Investment Canada Act (a "non-Canadian"), unless after review, the Director of Investments appointed by the minister responsible for the Investment Canada Act is satisfied that the investment is likely to be of net benefit to Canada. The financial thresholds for review vary according to the nationality of the investor, whether the investor is a state-owned enterprise and whether the Canadian business carries on any of the prescribed list of cultural activities set out in the Investment Canada Act. A non-Canadian would acquire control of the Company for the purposes of the Investment Canada Act if the non-Canadian acquired a majority of the common shares. An acquisition resulting in the purchaser holding one third or more, but less than a majority, of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of the common shares. Certain transactions relating to the common shares would be exempt from the Investment Canada Act, including: (a) an acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in securities; (b) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and (c) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.
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E. Taxation
U.S. Taxation
This section describes the material U.S. federal income tax consequences to a U.S. holder (as defined below) of owning ordinary shares. It applies only to ordinary shares that are held as capital assets for tax purposes. This section does not apply to a holder of ordinary shares that is a member of a class of holders subject to special rules, including a financial institution, a dealer or trader in securities, a regulated investment company, a real estate investment trust, a grantor trust, a U.S. expatriate, a tax-exempt organization, an insurance company, a person liable for alternative minimum tax, a person who actually or constructively owns 10% or more of the stock of the Company, a person that holds ordinary shares as part of a straddle or a hedging or conversion transaction, a person that purchases or sells ordinary shares as part of a wash sale for tax purposes, or a person whose functional currency is not the U.S. dollar. Further, this description does not address state, local, non-U. S, or other tax laws, nor does it address the 3.8% U.S. federal Medicare tax on net investment income, the alternative minimum tax or the U.S. federal gift and estate tax consequences of owning and disposing of ordinary shares.
For purposes of this description, a "U.S. holder" is a beneficial owner of ordinary shares who holds such ordinary shares as capital assets within the meaning of the Code and is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation created or organized in or under the laws of the United States or any state thereof, including the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust that either (a) is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
If a partnership holds the ordinary shares, the U.S. federal income tax treatment of a partner generally will depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the ordinary shares should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the ordinary shares.
Distributions
Subject to the Passive Foreign Investment Company ("PFIC") rules discussed below, U.S. holders generally will include as dividend income the U.S. dollar value of the gross amount of any distributions of cash or property (without deduction for any withholding tax), other than certain pro rata distributions of ordinary shares, with respect to ordinary shares to the extent the distributions are made from our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. A U.S. holder will include the dividend income on the day actually or constructively received by the holder. We do not intend to maintain calculations of earnings and profits, as determined for U.S. federal income tax purposes. Consequently, any distributions generally will be treated as dividend income.
Dividends paid to a non-corporate U.S. holder on shares will generally be taxable at the preferential rates applicable to long-term capital gains provided (a) that certain holding period requirements are satisfied, (b) (i) the U.S.-Canada income tax treaty ("the Treaty") is a qualified treaty and we are eligible for benefits under the Treaty or (ii) our ordinary shares are readily tradable on a U.S. securities market, and (c) provided that we were not, in the taxable year prior to the year in which the dividend was paid, and are not, in the taxable year in which the dividend is paid, a PFIC. The Treaty has been approved for the purposes of the qualified dividend rules. If the Company is a PFIC, any dividends paid to a noncorporate U.S. holder will not qualify for the preferential tax rates ordinarily applicable to "qualified dividends." In the case of a corporate U.S. holder, dividends on shares are taxed as ordinary income and will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.
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The amount of any cash distribution paid in any foreign currency will be equal to the U.S. dollar value of such currency, calculated by reference to the spot rate in effect on the date such distribution is received by the U.S. holder, regardless of whether and when the foreign currency is in fact converted into U.S. dollars. If the foreign currency is converted into U.S. dollars on the date received, the U.S. holder generally should not recognize foreign currency gain or loss on such conversion. If the foreign currency is not converted into U.S. dollars on the date received, the U.S. holder will have a basis in the foreign currency equal to its U.S. dollar value on the date received, and generally will recognize foreign currency gain or loss on a subsequent conversion or other disposal of such currency. Such foreign currency gain or loss generally will be treated as U.S. source ordinary income or loss for foreign tax credit limitation purposes.
Dividends will be income from sources outside the United States, and generally will be "passive category" income or, for certain taxpayers, "general category" income, which are treated separately from each other for the purpose of computing the foreign tax credit allowable to a U.S. holder. The availability of the foreign tax credit and the application of the limitations on its availability are fact specific and are subject to complex rules. In general, a taxpayer's ability to use foreign tax credits may be limited and is dependent on the particular circumstances. U.S. holders should consult their own tax advisors with respect to these matters.
Sale, Exchange or other Disposition of Ordinary Shares
Subject to the PFIC rules discussed below, a U.S. holder who sells or otherwise disposes of ordinary shares will recognize a capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized and the holder's tax basis, determined in U.S. dollars, in those ordinary shares. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the holder has a holding period greater than 12 months in the shares sold. There are limitations on the deductibility of capital losses.
The U.S. dollar value of any foreign currency received upon a sale or other disposition of ordinary shares will be calculated by reference to the spot rate in effect on the date of sale or other disposal (or, in the case of a cash basis or electing accrual basis taxpayer, at the spot rate of exchange on the settlement date). A U.S. holder will have a tax basis in the foreign currency received equal to that U.S. dollar amount, and generally will recognize foreign currency gain or loss on a subsequent conversion or other disposal of the foreign currency. This foreign currency gain or loss generally will be treated as U.S. source ordinary income or loss for foreign tax credit limitation purposes. If such foreign currency is converted into U.S. dollars on the date received by the U.S. holder, a cash basis or electing accrual basis U.S. holder should not recognize any gain or loss on such conversion.
Passive Foreign Investment Company
A non-U.S. corporation will be a PFIC for U.S. federal income tax purposes for any taxable year if either:
- 75% or more of its gross income for such year is "passive income" which for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions and gains from assets that produce passive income; or
- 50% or more of the value of its gross assets (based on an average of the quarterly values of the gross assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.
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Passive income does not include rents and royalties derived from the active conduct of a trade or business. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of the assets for purposes of measuring such corporation's assets. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income for purposes of the PFIC income and asset tests. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of the assets for purposes of measuring such corporation's assets. If we were a PFIC in any year during a U.S. holder's holding period for our ordinary shares, we would ordinarily continue to be treated as a PFIC for each subsequent year during which the U.S. holder owned the ordinary shares. Based on the composition of our assets and income, we believe that we should not be treated as a PFIC for U.S. federal income tax purposes with respect to our 2021 taxable year and we do not intend or anticipate becoming a PFIC for any future taxable year. However, the determination of PFIC status is a factual determination that must be made annually at the close of each taxable year and therefore, there can be no certainty as to our status in this regard until the close of the current or any future taxable year. Changes in the nature of our income or assets or a decrease in the trading price of our ordinary shares may cause us to be considered a PFIC in the current or any subsequent year. Therefore, there can be no assurance that we or any of our subsidiaries will not be classified as a PFIC until the close of the current taxable year or for any future taxable year.
U.S. Information Reporting and Back-up Withholding
Dividend payments with respect to our ordinary shares and proceeds from the sale or other disposition of our ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Back-up withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from back-up withholding. U.S. holders who are required to establish their exempt status may be required to provide such certification on Internal Revenue Service ("IRS") Form W-9. U.S. holders should consult their tax advisors regarding the application of the U.S. information reporting and back-up withholding rules.
Back-up withholding is not an additional tax. Amounts withheld as back-up withholding may be credited against a U.S. holder's U.S. federal income tax liability, and such holder may obtain a refund of any excess amounts withheld under the back-up withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Information With Respect to Foreign Financial Assets
Certain U.S. holders that own "specified foreign financial assets" with an aggregate value in excess of $50,000 are generally required to file an information statement along with their U.S. federal tax returns, currently on IRS Form 8938, with respect to such assets. "Specified foreign financial assets" include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. If a U.S. holder does not include in such holder's gross income an amount relating to one or more specified foreign financial assets, and the amount such U.S. holder omits is more than $5,000, any tax such U.S. holder owes for the tax year can be assessed at any time within 6 years after the filing of such U.S. holder's federal tax return. U.S. holders who fail to report the required information could be subject to substantial penalties. U.S. holders are encouraged to consult with their own tax advisors regarding the possible application of the foregoing or other United States informational reporting requirements to our ordinary shares in light of their particular circumstances.
British Columbia Tax Considerations
Certain Canadian Federal Income Tax Information for United States Residents
The following summarizes the principal Canadian federal income tax considerations generally applicable to the holding and disposition of common shares of the Company by a holder (a) who, for the purposes of the Income Tax Act (Canada) the ("Tax Act") and at all relevant times, is not resident in Canada or deemed to be resident in Canada, deals at arm's length and is not affiliated with the Company, holds the common shares as capital property and does not use or hold the common shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) who, for the purposes of the Canada-United States Income Tax Convention (the "Treaty") and at all relevant times, is a resident of the United States, has never been a resident of Canada, has not held or used (and does not hold or use) common shares in connection with a permanent establishment or fixed base in Canada, and who qualifies for the full benefits of the Treaty. The Canada Revenue Agency has introduced special forms to be used in order to substantiate eligibility for Treaty benefits, and affected holders should consult with their own advisers with respect to these forms and all relevant compliance matters.
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Holders who meet all such criteria in clauses (a) and (b) above are referred to herein as a "U.S. Holder" or "U.S. Holders", and this summary only addresses such U.S. Holders. The summary does not deal with special situations, such as particular circumstances of traders or dealers, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), entities considered fiscally transparent under applicable law, or otherwise.
This summary is based on the current provisions of the Tax Act and the regulations thereunder, all proposed amendments to the Tax Act and regulations publicly announced by the Minister of Finance (Canada) to the date hereof, the current provisions of the Treaty and our understanding of the current administrative practices of the Canada Revenue Agency. It has been assumed that all currently proposed amendments to the Tax Act and regulations will be enacted as proposed and that there will be no other relevant change in any governing law, the Treaty or administrative policy, although no assurance can be given in these respects. This summary does not take into account provincial, U.S. or other foreign income tax considerations, which may differ significantly from those discussed herein.
This summary is not exhaustive of all possible Canadian income tax consequences. It is not intended as legal or tax advice to any particular U.S. Holder and should not be so construed. The tax consequences to a U.S. Holder will depend on that U.S. Holder's particular circumstances. Accordingly, all U.S. Holders or prospective U.S. Holders should consult their own tax advisers with respect to the tax consequences applicable to them having regard to their own particular circumstances. The discussion below is qualified accordingly.
Dividend
Dividends paid or deemed to be paid or credited by the Company to a U.S. Holder are subject to Canadian withholding tax under Part XIII of the Tax Act. The default rate of withholding tax is 25% of the gross dividend paid to a non-resident of Canada.
Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross dividend. In the case of a U.S. Holder that is a corporation owning at least 10% of the Company's voting shares, the applicable withholding rate is 5% of the gross dividend, provided the U.S. Holder can establish entitlement to the benefits of the Treaty.
The Company is required to withhold Part XIII tax from each dividend, and remit the withheld amount directly to the Receiver General of Canada for the account of the shareholder. U.S. Holders entitled to reduced withholding under the Treaty must provide the Company with certain information to ensure the correct amount of tax is withheld. The Company will provide U.S. Holders with a summary of withholdings annually. U.S. Holders are not required to file a separate income tax return to report dividends received from the Company in a given year.
Disposition
A U.S. Holder is generally not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a common share in the open market, unless the share is "taxable Canadian property" to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty.
Provided that the Company's common shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the Canadian Securities Exchange on which the Company's shares trade) at the time of disposition, a common share will generally not constitute taxable Canadian property to a U.S. Holder unless, at any time during the 60 month period ending at the time of disposition, (i) the U.S. Holder, persons with whom the U.S. Holder did not deal at arm's length for purposes of the Tax Act, partnerships in which the U.S. Holder or such persons holds a membership interest directly or indirectly, (or the U.S. Holder together with any such foregoing persons) or partnerships, owned 25% or more of the issued shares of any class or series of the Company AND (ii) more than 50% of the fair market value of the share was derived directly or indirectly from certain types of assets, including real or immoveable property situated in Canada, Canadian resource properties or timber resource properties, and options, interests or rights in respect of any of the foregoing.
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Even a common share is taxable Canadian Property to a U.S. Holder, a capital gain resulting of the disposition of that share will not be included in computing the U.S. Holder's taxable income for the purposes of the Tax Act, provided that the share constitutes "treaty-protected property" of such U.S. Holder. Common shares owned by a U.S. Holder will generally be treaty-protected property if the gain from the disposition of such share would, because of the Treaty, be exempt from tax under the Tax Act.
U.S. Holders holding Common shares as taxable Canadian property should consult with the U.S. Holder's own tax advisers in advance of any disposition or deemed disposition thereof under the Tax Act in order to determine whether any relief from tax under the Tax Act may be available by virtue of the Treaty, and any related compliance procedures.
If a U.S. Holder realizes a capital gain or capital loss from the disposition of a common shares that constitutes taxable Canadian property and is not treaty-protected property for the purposes of the Tax Act, the capital gain or capital loss is the amount, if any, by which the U.S. Holder's proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of the U.S. Holder's adjusted cost base of the share and reasonable expenses of disposition as determined under the Tax Act. The capital gain or loss must be computed in Canadian currency using a weighted average cost base for identical properties. Generally, one-half of a capital gain ("taxable capital gain") is included in income form Canadian tax purposes in the year of disposition and one-half of a capital loss ("allowable capital loss") must be deducted from taxable capital gains realized by the U.S. Holder in that year. Allowable capital losses in excess of taxable capital gains for that year may generally be carried back up to three years, or forward indefinitely, and deducted against net taxable capital gains in those years, in the manner permitted under the Tax Act. Reporting and filing requirements will also arise. Such U.S. Holders should consult their own tax advisors.
F. Dividends and paying agents.
Not applicable.
G. Statement by experts.
Not applicable.
H. Documents on display.
The Company files information with the SEC via EDGAR. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Documents concerning the Company which are referred to in this Form 20-F may be inspected at the offices located at 77 King Street W., Suite 3000, Toronto, ON M5K 1G8 Canada. In addition, the Company also files its annual reports and other information with the Canadian Securities Administrators via SEDAR (www.sedar.com).
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I. Subsidiary Information.
Cultivar Holdings Ltd. Cultivar Holdings Ltd is an Ontario company that is wholly owned by Predictmedix. This company currently has no operations.
Cann IP Holding is an Ontario company that is wholly owned by Predictmedix. This Company currently has no operations.
Item 11. Quantitative and Qualitative Disclosures About Market Risk.
(a) Quantitative information about market risk.
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate risk, foreign currency risk, and commodity price risk).
The Company thoroughly examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. Where material, these risks are reviewed and monitored by the Board of Directors.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk as during the year ended January 31, 2022, one customer represented 100% if the total revenue and represented 100% of the total accounts receivable.
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flows primarily from its financing activities.
The Company manages its liquidity needs by carefully monitoring scheduled costs. Liquidity is measured in various time bands, on day to day and week-to-week basis, as well as on long term liquidity needs over 180-day to 360-day look out periods. Funding for long term liquidity needs is based on the ability of the Company to successfully complete private placements.
As of January 31, 2023, the Company had cash and cash equivalents of $79,250 to settle current liabilities of $871,124.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.
(b) Price risk
The Company is not exposed to significant price risk as it does not possess investments in publicly traded securities.
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(c) Currency risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument denominated in a foreign currency will fluctuate because of changes in foreign exchange rates. Effective sale of the Company's interest in Cultivar JA in March 2020, the Company has no exposure to any currency except Canadian dollars.
Item 12. Description of Securities Other than Equity Securities.
A. Debt Securities.
Not applicable.
B. Warrants and Rights.
Not applicable.
C. Other Securities.
Not applicable.
D. American Depositary Shares.
Not applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies.
None.
Item 14. Material Modifications to the Rights of Securities Holders and use of Proceeds
Material Modifications to the Rights of Security Holders
See "Item 10. Additional Information- Articles of Organization -Description of Common Shares" for a description of the rights of securities holders.
Use of Proceeds
Not applicable.
Item 15. Controls and Procedures.
(a) Disclosure Controls and Procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of January 31, 2023, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of January 31, 2023, our disclosure controls and procedures were not effective.
(b) Management's annual report on internal control over financial reporting.
The Chief Executive Officer and Chief Financial Officer are responsible for designing internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with IFRS.
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Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could burden the Company's financial resources, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and workload will enable the action. The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the CFO of the financial accounting and reporting.
(a) The Company being a venture issuer, is not required to certify the design and evaluation of the Company's Disclosure Control and Procedures ("DC&P") and Internal Control Over Financial Reporting ("ICFR") and has not completed such an evaluation; and
(b) inherent limitations on the ability of the certifying officers to design and implement on a cost effective basis DC&P and ICFR for the issuer may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
(c) Attestation report of registered public accounting firm.
This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies.
(d) Changes in internal control over financial reporting.
Except as set forth above, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) for the fiscal year ended January 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit committee financial expert.
Our audit (the "Audit Committee") consists the following directors: Sheldon Kales and Tomas Sipos.
The Board of Directors has determined that Tomas Sipos is an "Audit Committee Financial Expert" using the criteria prescribed by Item 16A of Form 20-F under the Exchange Act, and is also an "independent" director using the definition of audit committee member independence contained in the NASDAQ Marketplace Rules.
Item 16B. Code of Ethics.
The Company has not adopted a code of ethics but is evaluating its internal procedures to determine the necessity of same. In the event that it is determined that a code of ethics is necessary, an appropriate code will be implemented.
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Item 16.C. Principal Accountant Fees and Services
The following table sets forth information regarding the amount billed and accrued to us by our auditor, Kreston GTA LLP for the fiscal year ended January 31, 2023:
| Year ended January 31, 2023 | |||
| Audit Fees: | $ | 45,000 | |
| Audit Related Fees: | $ | ||
| Tax Fees: | $ | ||
| Total: | $ | 45,000 |
The following table sets forth information regarding the amount billed and accrued to us by our former auditor, Harbourside CPA LLP for the fiscal year ended January 31, 2022:
| Year ended January 31, 2022 | |||
| Audit Fees: | $ | 35,000 | |
| Audit Related Fees: | $ | ||
| Tax Fees: | $ | ||
| Total: | $ | 35,000 |
Audit Fees
This category includes the aggregate fees billed by our independent auditor for the audit of our annual financial statements, reviews of interim financial statements that are provided in connection with statutory and regulatory filings or engagements.
Audit Related Fees
This category includes the aggregate fees billed in each of the last two fiscal years for assurance and related services by our independent auditor that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under "Audit Fees", and generally consist of fees for other engagements under professional auditing standards, accounting and reporting consultations.
Tax Fees
This category includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by our independent auditor for tax compliance, tax planning and tax advice.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
The policy of our Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by our independent auditors during the fiscal year.
Item 16.D Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16. E Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16.F. Change in Registrant's Certifying Accountant
On October 6, 2022, the Company filed a Report of Foreign Private Issuer on Form 6-K (the "October 6-K") announcing that Harbourside CPA, LLP ("Harbourside") had resigned as the Company's independent registered public accounting firm. In connection with Harbourside's resignation, on September 13, 2022, the Company filed a Notice of Change in Auditor (the "Notice") pursuant to Canadian National Instrument 51-102-Continuous Disclosure Obligations ("NI 51-102") with the British Columbia Securities Commission, Alberta Securities Commission, Ontario Securities Commission and the Canadian Securities Exchange (collectively, the "Canadian Securities Regulators").
62
In the Notice, the Company confirmed that: (i) it would appoint a replacement auditor to hold such position until the close of the next annual meeting of the shareholders of the Company; (ii) that on August 31, 2022 the Board, upon recommendation by the Audit committee of the Board, considered and approved the resignation of Harbourside as auditor of the Company; (iii) that the independent auditor's reports of Harbourside on the consolidated financial statements of the Company for the previous two years ended January 31, 2022 and January 31, 2021 did not express a modified opinion; and (iv) in the opinion of the Company, there had been no "reportable events" (as defined in NI 51-102). Also on September 13, 2022, Harbourside filed a letter (the "Former Auditor's Letter") with the Canadian Securities Regulators confirming that it agreed with the contained in the Notice to the extent that such statements relate to Harbourside. Copies of the Notice and the Former's Auditor's Letter were filed as exhibits to the October 6-K.
Item 16.G. Corporate Governance
Not applicable.
Item 16.H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 17. Financial Statements
See Item 18.
Item 18. Financial Statements
Our consolidated financial statements are included at the end of this Annual Report on Form 20-F, beginning with page F-1.
Item 19. Exhibits
63
* Previously filed
64
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F on its behalf.
Date: June 15, 2023
PREDICTMEDIX INC.
By: /s/ Sheldon Kales
Sheldon Kales, President and CEO
65
Predictmedix Inc.
Consolidated Financial Statements
January 31, 2023
(Expressed in Canadian Dollars)
PREDICTMEDIX INC.
Table of contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Predictmedix Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of Predictmedix Inc. (the “Company”) as of January 31, 2023, and the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and statements of cash flows for the year then ended January 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of January 31, 2023, and its consolidated financial performance and its consolidated cash flows for the year then ended, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.
Emphasis of Matter - Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the consolidated financial statements, which describe the events and conditions that indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Other Matter
The consolidated financial statements of the Company for the period ended January 31, 2022 were audited by another auditor who expressed an unmodified opinion on the report dated May 31, 2022.
Kreston GTA LLP | 8953 Woodbine Avenue, Markham, Ontario, Canada, L3R 0J9, T. 905.474.5593 | www.krestongta.com
A member of Kreston International | A global network of independent accounting firms
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Company's auditor since 2023.
Chartered Professional Accountants
Licensed Public Accountants
May 31, 2023
Kreston GTA LLP | 8953 Woodbine Avenue, Markham, Ontario, Canada, L3R 0J9, T. 905.474.5593 | www.krestongta.com
A member of Kreston International | A global network of independent accounting firms
Predictmedix Inc.
Consolidated Statements of Financial Position
(in Canadian dollars)
| ASSETS | January 31, 2023 | January 31, 2022 | ||||
| CURRENT | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Accounts receivable (Note 12) | ||||||
| Sales tax receivable | ||||||
| Prepaid expenses | ||||||
| Property and equipment (Note 4) | ||||||
| Intangible assets (Note 5) | ||||||
| TOTAL ASSETS | $ | $ | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| LIABILITIES | ||||||
| CURRENT | ||||||
| Accounts payable and accrued liabilities | $ | $ | ||||
| Promissory note payable (Note 14) | ||||||
| Deferred revenue | ||||||
| TOTAL LIABILITIES | $ | |||||
| SHAREHOLDERS' EQUITY | ||||||
| Share Capital (Note 7) | ||||||
| Share subscriptions received | ||||||
| Warrant reserve (Note 7) | ||||||
| Share-based payment reserve (Note 6) | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| TOTAL SHAREHOLDERS' (DEFICIENCY) EQUITY | $ | ( |
) | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY | $ | $ |
Organization and nature of operations (Note 1)
Basis of presentation and going concern (Note 2)
Commitment and contingencies (Note 9)
Subsequent events (Note 15)
Approved on behalf of the Board of Directors:
/Sheldon Kales/
________________________________________
Signed: Sheldon Kales, CEO and Director
/Rahul Kushwah/
________________________________________
Signed: Rahul Kushwah, COO and Director
The accompanying notes are an integral part of these consolidated financial statements
5
Predictmedix Inc.
Consolidated Statements of Loss and Comprehensive Loss
(in Canadian dollars)
| Year ended January 31, 2023 |
Year ended January 31, 2022 |
|||||
| Revenue (Note 12) | $ | $ | ||||
| Cost of revenue | ||||||
| Gross profit | ||||||
| Expenses | ||||||
| Administration and general | $ | $ | ||||
| Amortization and depreciation (Notes 4, 5) | ||||||
| Audit and accounting | ||||||
| Consulting fees | ||||||
| Interest | ||||||
| Investor relations | ||||||
| Legal fees | ||||||
| Management fees (Note 8) | ||||||
| Marketing expenses | ||||||
| Payroll and related | ||||||
| Rent expense (Note 8) | ||||||
| Research and development | ||||||
| Share based compensation (Note 6) | ||||||
| Transfer agent and filing fees | ||||||
| Travel, entertainment and related | ||||||
| Vehicle use expenses (Note 8) | ||||||
| Total operating expenses | ( |
) | ( |
) | ||
| Income tax (Note 13) | ||||||
| Loss and comprehensive loss | $ | ( |
) | $ | ( |
) |
| Loss and comprehensive loss attributable to: | ||||||
| Shareholders | $ | ( |
) | $ | ( |
) |
| Non-controlling interest | $ | $ | ||||
| Loss per share-Basic and Diluted | $ | ( |
) | $ | ( |
) |
| Weighted average number of shares outstanding-Basic and Diluted |
The accompanying notes are an integral part of these consolidated financial statements
6
| Predictmedix Inc. Consolidated Statement of Changes in Shareholders’ Equity (in Canadian dollars) |
| |
Number of common shares outstanding |
Share capital | Warrant reserve | Share-based payment reserve |
Share subscriptions received |
Deficit | Total | ||||||||||||||
| Balance as at January 31, 2021 | $ | $ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Private placement of units | - | - | - | ||||||||||||||||||
| Share issuance costs | - | ( |
) | - | - | - | - | ( |
) | ||||||||||||
| Exercise of options | - | ( |
) | - | - | ||||||||||||||||
| Share-based compensation | - | - | - | - | - | ||||||||||||||||
| Shares issued for services | - | - | - | - | |||||||||||||||||
| Net loss for the year | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Balance as at January 31, 2022 | $ | $ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Private placement of units | - | - | - | ||||||||||||||||||
| Share issuance costs | - | ( |
) | ( |
) | - | - | - | ( |
) | |||||||||||
| Share subscriptions received | - | - | - | - | - | ||||||||||||||||
| Share-based compensation | - | - | - | - | - | ||||||||||||||||
| Shares issued for services | - | - | - | - | |||||||||||||||||
| Net loss for the year | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Balance as at January 31, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) |
The accompanying notes are an integral part of these consolidated financial statements
7
| Predictmedix Inc. Consolidated Statements of Cash Flows (in Canadian dollars) |
| For the year ende January 31, 2023 |
For the year ended January 31, 2022 |
|||||
| OPERATING ACTIVITIES | ||||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Non-cash items included in net loss and other adjustments: | ||||||
| Amortization | ||||||
| Share-based compensation | ||||||
| Shares issued for services | ||||||
| Interest | ||||||
| Changes in non-cash working capital: | ||||||
| Sales tax receivable | ( |
) | ||||
| Prepaid expenses | ||||||
| Accounts receivable | ( |
) | ||||
| Accounts payable and accrued liabilities | ||||||
| Deferred revenue | ( |
) | ||||
| CASH USED IN OPERATING ACTIVITIES | ( |
) | ( |
) | ||
| INVESTING ACTIVITIES | ||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||
| Purchase of intangible assets | ( |
) | ( |
) | ||
| CASH USED IN INVESTING ACTIVITIES | ( |
) | ( |
) | ||
| FINANCING ACTIVITIES | ||||||
| Proceeds from issuance of units | ||||||
| Share issue expenses | ( |
) | ( |
) | ||
| Proceeds from promissory note | ||||||
| Share subscriptions received | ||||||
| Proceeds from exercise of options | ||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | ||||||
| NET CHANGE IN CASH DURING THE YEAR | ( |
) | ( |
) | ||
| CASH, BEGINNING OF YEAR | ||||||
| CASH, END OF YEAR | $ | $ | ||||
| Cash paid for interest and income taxes | $ | $ | ||||
| Supplemental cash flow information | ||||||
| Non-cash transactions during the year affecting cash flows from financing and investing activities: | ||||||
| Shares issued for prepayment and expense for consulting fees | $ | $ | ||||
The accompanying notes are an integral part of these consolidated financial statements
8
|
Predictmedix Inc.
Notes to Consolidated Financial Statements |
1. Organization and Nature of Operations
Admiral Bay Resources Inc. ("Admiral") was incorporated in British Columbia on September 3, 1987.
Effective September 23, 2019, Admiral was part of a three-cornered amalgamation among Admiral, 2693980 Ontario Inc. (a wholly owned subsidiary of Admiral) and Cultivar Holdings Ltd. (the "Transaction").
At completion of the Transaction, Admiral changed its name to Cultivar Holdings Inc. (the "Company").
On April 9, 2020, the Company completed its name change from "Cultivar Holdings Inc." to "Predictmedix Inc." (the "Name Change"). The CUSIP number assigned to the Company's common shares following the name change is CUSIP 74040L100 (ISIN CA74040L1004). In connection with the Name Change, the Company's trading symbol, as listed on the CSE and the OTCQB have also been changed from "CULT" to "PMED", and from "CVRHF" to "PMEDF", respectively.
The Company's business is focused on developing artificial intelligence ("AI") powered technologies for general workplace health and safety, and for the health care industry. The Company's business is focussed on artificial intelligence ("AI") technologies which are targeting two specific areas: 1) workplace health and safety and 2) healthcare.
The Company's corporate head office is located at 77 King Street W, Suite 3000, Toronto, Ontario, Canada, M5K 1G8.
2. Basis of Presentation and Going Concern
Basis of Preparation
These consolidated financial statements have been prepared on the historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The functional currency of the Company and its subsidiaries is the Canadian dollar, which is also the Company's reporting currency.
Statement of Compliance
The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").
Basis of Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries; Cultivar Holdings Ltd. and Cann from the date of acquisition. All inter-company transactions and balances have been eliminated on consolidation.
9
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
2. Basis of Presentation and Going Concern (Cont'd)
Going Concern Assumption
These consolidated financial statements have been prepared using IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business, for the next fiscal year. At January 31, 2023, the Company had cash and cash equivalents of $
This uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the carrying value or presentation of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
Significant Accounting Judgments and Estimates
The preparation of these consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders' equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the years reported.
Critical Judgements
The preparation of these consolidated financial statements requires management to make judgements regarding the going concern of the Company (discussed above).
Key Sources of Estimation Uncertainty
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.
Significant estimates made by management affecting the consolidated financial statements include:
Share-based payments
Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them.
10
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
2. Basis of Presentation and Going Concern (Cont'd)
Significant Accounting Judgments and Estimates (Cont'd)
Deferred tax assets & liabilities
The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.
Key Sources of Estimation Uncertainty (Cont'd)
Useful life of property and equipment
Property and equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience and takes into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.
Useful life of intangible assets
The intangible asset is amortized over its estimated useful life. Estimated useful lives are determined based on current facts and past experience and takes into consideration the anticipated life of the asset, the potential for technological obsolescence
Impairment of long lived assets
The Company assesses impairment of non-financial assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Provision for expected credit losses of trade receivables
The Company assesses the expected credit losses (ECL) on accounts receivable on their sole customer considering the unique circumstances and ongoing communication. There is limited historical data of repayments and no credit rating available. While the receivables are overdue, based on the constant contact, agreement with the customer, and written confirmation received on agreed balances the Company has determined the ECL for this customer to be zero.
Approval of the consolidated financial statements
These consolidated financial statements were authorized for issuance by the Board of Directors on May 31, 2023.
11
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
3. Significant Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
Cash
Cash comprises of cash held at banks and amounts held in trust. The majority of the Company's cash is held in a major financial institution. The Company does not invest in any asset-backed deposits or investments.
Income taxes
Income tax on profit or loss for the period comprises of current and deferred tax. Current tax is the expected tax paid or payable on the taxable income for the period, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax paid or payable in respect of previous periods.
Deferred tax is recorded by providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the period that includes the date of the enactment or substantive enactment of the change. Deferred tax assets and liabilities are presented separately except where there is a right of set-off within fiscal jurisdictions
Foreign currency translation
Foreign currency transactions are translated into Canadian dollars as follows:
At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the period-end date, unsettled monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at the year-end date and the related translation differences are recognized in net loss.
Non-monetary assets and liabilities that are measured at historical cost are translated into Canadian dollars by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non-monetary assets and liabilities that are measured at fair value or a revalued amount are translated into Canadian dollars by using the exchange rate in effect at the date the value is determined, and the related translation differences are recognized in net loss or other comprehensive loss consistent with where the gain or loss on the underlying non-monetary asset or liability has been recognized.
12
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
3. Significant Accounting Policies (Cont'd)
Share Capital
Common shares and warrants are classified as shareholders' equity. Incremental costs directly attributable to the issue of common shares are recognized as a reduction of shareholders' equity, net of tax.
The Company has adopted a relative fair value method with respect to the measurement of common shares and warrants issued as private placement units. The relative fair value method allocates value to each component on a pro-rata basis, based on the fair value of the components calculated independently of one another. The Company considers the market value of the common shares issued as fair value and measures the fair value of the warrant component of the unit using the Black-Scholes option pricing model. The unit value is then allocated, pro-rata, between the two components, with fair value attributed to the warrants being recorded to the Company's warrant reserve.
Loss per share
Loss per share is computed by dividing the net loss applicable to common shares of the Company by the weighted average number of common shares outstanding for the relevant period.
Diluted loss per common share is computed by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted.
Share-based payments
The Company grants stock options to buy common shares of the Company to consultants and service providers. The Company recognizes share-based compensation expense based on the estimated fair value of the options. A fair value measurement is made for each vesting instalment within each option grant and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized over the vesting period of the options granted as both share-based compensation expense and reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserves account is subsequently reduced if the options are exercised, and the amount initially recorded is then credited to capital stock.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods or services received.
13
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
3. Significant Accounting Policies (Cont'd)
Property and equipment
Property and equipment is carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of the item of property and equipment consists of the purchase price, and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statement of loss and comprehensive loss. The cost of repairs and maintenance is expensed as incurred.
The Company amortizes its property and equipment using the following rates:
Equipment
Intangible assets
Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is recorded on a straight-line basis over the estimated useful life of the asset acquired, which varies depending on the nature of the intangible asset. Intangible assets are amortized from the date when they are available for use.
The estimated useful life is reviewed at the end of each reporting period with the effect of any changes in estimate being accounted for on a prospective basis. Internally incurred development costs are recognized as intangible assets when the following criteria are met:
a) it is technically feasible to complete the intangible asset so that it will be available for use;
b) management intends to complete the intangible asset and use or sell it;
c) there is an ability to use or sell the intangible asset;
d) it can be demonstrated how the intangible asset will generate probable future economic benefits;
e) adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and
f) the expenditure attributable to the intangible asset during its development can be reliably measured.
Intangible assets may relate to the Company's external development expenditures in relation to intellectual property development. Development expenditures that do not meet these criteria are recognized as an expense as incurred. Intangible assets with definite lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired. These intangible assets will be amortized when they are ready for use. The amortization period and the amortization method are reviewed at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates on a prospective basis.
14
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
3. Significant Accounting Policies (Cont'd)
Impairment of non-financial assets
The carrying amount of the Company's assets is reviewed for an indication of impairment at the end of each reporting period. If an indication of impairment exists, the Company makes an estimate of the asset's recoverable amount. Individual assets are grouped for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Recoverable amount of an asset group is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the asset group and are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money.
Where the carrying amount of an asset group exceeds its recoverable amount, the asset group is considered impaired and is written down to its recoverable amount. Impairment losses are recognized in profit or loss.
An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized.
Financial Instruments
Financial assets and financial liabilities are recognized on the consolidated statements of financial position when the Company becomes a party to the contractual provisions of the financial instrument.
The following is the Company's accounting policy for financial instruments under IFRS 9:
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
15
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
3. Significant Accounting Policies (Cont'd)
Financial Instruments (Cont'd)
Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of loss and comprehensive loss in the period in which they arise.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
16
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
3. Significant Accounting Policies (Cont'd)
Financial Instruments (Cont'd)
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Gains and losses on derecognition are generally recognized in profit or loss.
The Company determines the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.
Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
The Company's financial assets and liabilities are carried at amortized cost and belong to Level 2 of the fair value hierarchy. During the year ended January 31, 2023 there were no transfers between the level of fair value hierarchy. The carrying amounts of these financial instruments are approximately estimate their fair values.
Impairment of financial assets
Financial assets are assessed at each reporting date to determine whether there is objective evidence that they are impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in a separate line item. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
17
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
3. Significant Accounting Policies (Cont'd)
Revenue recognition
Revenue is recognized at an amount that reflects the expected consideration receivable in exchange for transferring goods or services to a customer, applying the following five steps:
1. Identify the contract with a customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognize revenue when (or as) the entity satisfies a performance obligation
Under IFRS 15, the Company classified its revenue as being principally derived from the following source:
- Screening services revenue on deployment of safe entry stations for use of the Company's technology.
- Revenue from the sale of screening services is recognized based on the transaction price. Upfront fees as set-up fees are included in the transaction price and allocated to the performance obligation in the contract. Revenue is recognized as the performance obligations are satisfied.
Segments reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Company's chief operating decision maker (CODM). The CODM has been identified as the Board of Directors of the Company. For management purposes, the Company uses the same measurement policies as those used in its financial statements. The CODM evaluates the performance of each segment based on net profit (loss). The Company operates in a single reportable operating segment.
New standards not yet adopted
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarifies the guidance on whether a liability should be classified as either current or non-current. The amendments:
• clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period"
• clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability
• make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.
This amendment is effective for annual periods beginning on or after January 1, 2024. Earlier application is permitted. The extent of the impact of adoption of this amendment has not yet been determined.
18
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
4. Property and Equipment
| Equipment | Total | |||||
| Cost | ||||||
| Balance as at January 31, 2021 | $ | $ | ||||
| Additions | ||||||
| Balance as at January 31, 2022 | $ | $ | ||||
| Additions | ||||||
| Balance as at January 31, 2023 | $ | $ | ||||
| Accumulated Depreciation | ||||||
| Balance as at January 31, 2021 | $ | $ | ||||
| Depreciation | ||||||
| Balance as at January 31, 2022 | $ | $ | ||||
| Depreciation | ||||||
| Balance as at January 31, 2023 | $ | $ | ||||
| Net Carrying Amounts | ||||||
| As at January 31, 2023 | $ | $ | ||||
| As at January 31, 2022 | $ | $ |
5. Intangible Assets
a) On July 21, 2020, the Company completed the acquisition of MobileWellbeing ("MWB"), an innovative, feature rich, Telemedicine Remote Patient Monitoring platform that will integrate with the Company's Artificial Intelligence ("AI") driven rapid screening system for infectious diseases, including COVID-19.
The consideration for the purchase was satisfied by payment in cash for $
The acquisition has contingent considerations and royalty payments on achievement of certain milestones. The Company shall pay royalty of
Contingent consideration in an asset acquisition was discussed at the March 2016 IFRS Interpretations Committee (IFRIC) meeting. An accounting policy choice exists, therefore an entity may recognize a liability for the expected variable payments at the time control of the underlying asset is obtained or they may only recognize such a liability as the related activity that gives rise to the variability occurs. The Company has opted to recognize the liability only when the related activity that gives rise to the variability occurs.
19
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
5. Intangible Assets (Cont'd)
| Consideration | |||
| Cash consideration on closing | $ | ||
| Issued shares ( |
|||
| $ | |||
Purchase Price allocation |
|||
| Intangible asset- MWB remote patient monitoring platform | $ |
||
| $ |
b) The Company's other intangible asset relates to the development of infectious disease symptom screening solution ("IDSS").
The Company has commenced amortization on the intangible assets on a
The Company's intangible assets are comprised of the following:
| MWB | IDSS | Total | |||||||
| Cost | |||||||||
| Balance at January 31, 2021 | $ | $ | $ | ||||||
| Additions | |||||||||
| Balance at January 31, 2022 | $ | $ | $ | ||||||
| Additions | |||||||||
| Balance at January 31, 2023 | $ | $ | $ | ||||||
| Accumulated amortization: | |||||||||
| Balance as at January 1, 2021 | $ | $ | $ | ||||||
| Amortization | |||||||||
| Balance as at January 31, 2022 | $ | $ | $ | ||||||
| Amortization | |||||||||
| Balance as at January 31, 2023 | $ | $ | $ | ||||||
| Net Book Value | |||||||||
| Balance, January 31, 2023 | $ | $ | $ | ||||||
| Balance, January 31, 2022 | $ | $ | $ | ||||||
20
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
6. Stock-based Compensation
The Company has established a stock option plan whereby officers, directors, employees and service providers may be granted options to purchase common shares at a fixed price. Vesting and expiry provisions are determined at the date of grant. The plan provides for the issuance of stock options to acquire up to
Year ended January 31, 2023
(a) The Company expensed $
(b) The Company expensed $
(c) The Company expensed $
(d) On January 13, 2023, the Company granted options to its directors, officers and consultants to purchase up to
| Risk free rate | |||
| Expected dividends | |||
| Expected forfeiture rate | |||
| Expected volatility | |||
| Expected life | |||
| Unvested stock-based compensation expense as of January 31, 2023 | $ |
As of January 31, 2023, there was $
Year ended January 31, 2022
(a) The Company expensed $
(b) The Company expensed $
(c) On March 23, 2021, the Company granted options to a consultant to purchase up to
21
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
6. Stock-Based Compensation (Cont'd)
| Risk free rate | |||
| Expected dividends | |||
| Expected forfeiture rate | |||
| Expected volatility | |||
| Expected life | |||
| Unvested stock-based compensation expense as of January 31, 2022 | $ |
During the year ended January 31, 2022, the Company expensed $
(d) On June 9, 2021, the Company granted options to a consultant to purchase up to
| Risk free rate | |||
| Expected dividends | |||
| Expected forfeiture rate | |||
| Expected volatility | |||
| Expected life | |||
| Unvested stock-based compensation expense as of January 31, 2022 | $ |
During the year ended January 31, 2022, the Company expensed $
(e) On July 30, 2021, the Company granted options to a consultant to purchase up to
| Risk free rate | |||
| Expected dividends | |||
| Expected forfeiture rate | |||
| Expected volatility | |||
| Expected life | |||
| Unvested stock-based compensation expense as of January 31, 2022 | $ |
During the year ended January 31, 2022, the Company expensed $
As of January 31, 2022, there was a total of $
22
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
6. Stock-Based Compensation (Cont'd)
Continuity of the Company's options is as follows:
| Number of Options |
Weighted Average Exercise Price |
|||||
| Outstanding, January 31, 2021 | $ | |||||
| Granted | $ | |||||
| Expired | ( |
) | $ | |||
| Exercised | ( |
) | $ | |||
| Outstanding, January 31, 2022 | $ | |||||
| Granted | $ | |||||
| Expired | ( |
) | $ | |||
| Expired | ( |
) | $ | |||
| Expired | ( |
) | $ | |||
| Expired | ( |
) | $ | |||
| Outstanding January 31, 2023 | $ |
As at January 31, 2023, the Company had the following share purchase options outstanding and exercisable:
| Number of options Outstanding |
Exercisable | Exercise Price | Remaining Life (Years) |
Expiry Date | ||||||||||
| $ |
|
|
||||||||||||
| $ |
|
|
||||||||||||
| $ |
|
|
||||||||||||
| $ |
|
23
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
7. Capital Stock
The Company is authorized to issue the following shares:
- Unlimited number of common shares without par value
a) Common shares
The holders of common shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.
At January 31, 2023, the Company has
b) Share issuances
During the year ended January 31, 2023
- On August 22, 2022, the Company closed the first tranche of a private placement of
- On August 22, 2022,
- On September 30, 2022,
- On October 24, 2022,
- On October 31, 2022,
- On November 1, 2022, the Company closed the final tranche of a private placement of
- On November 7, 2022,
- On November 30, 2022,
During the year the Company received $
24
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
7. Capital Stock (Cont'd)
During the year ended January 31, 2022
- On March 5, 2021, the Company closed a private placement of
c) Warrants
Continuity of the Company's warrants is as follows:
| Number of Warrants | Weighted Average Exercise Price | |||||
| Outstanding, January 31, 2021 | $ | |||||
| Issued | $ | |||||
| Expired | ( |
) | $ | |||
| Outstanding, January 31, 2022 | $ | |||||
| Issued | $ | |||||
| Issued | $ | |||||
| Expired | ||||||
| Outstanding, January 31, 2023 | $ |
As at January 31, 2023, the Company had the following warrants outstanding:
| Outstanding | Exercise Price | Remaining Life (Years) | Expiry Date |
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
25
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
8. Related Party Transactions
Related parties include key management personnel, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Key management of the Company are members of the Board of Directors, the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and the Chief Operating Officer ("COO").
Transactions with key management personnel not disclosed elsewhere in the financial statements include the following:
| Year ended January 31, 2023 |
Year ended January 31, 2022 |
|||||
| Management fees to the CEO | $ | $ | ||||
| Management fees to the COO | ||||||
| Management fees to the CFO | ||||||
| Total Management fees | $ | $ | ||||
| Vehicle expense to the CEO | ||||||
| Vehicle expenses to the COO | ||||||
| Rent to the CEO included in rent expense | ||||||
| $ | $ |
During the year ended January 31, 2023, the Company paid $
As of January 31, 2023, there was $
9. Commitments and Contingencies
Effective July 1, 2022, the Company signed a new two-year contract with a corporation owned and controlled by the CEO to pay monthly compensation of $
Effective July 1, 2022, the Company signed a two-year contract with a corporation owned and controlled by the COO to pay monthly compensation of $
26
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
10. Financial Instruments
The Company's financial assets and liabilities are carried at amortized cost and belong to Level 2 of the fair value hierarchy. During the year ended January 31, 2023 there were no transfers between the level of fair value hierarchy. The carrying amounts of these financial instruments are approximately estimate their fair values due to their short-term nature.
Financial risk management and objectives
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk.
The Company thoroughly examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. Where material, these risks are reviewed and monitored by the Board of Directors.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk as during the year ended January 31, 2023, one customer represented
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flows primarily from its financing activities.
The Company manages its liquidity needs by carefully monitoring scheduled costs. Liquidity is measured in various time bands, on day to day and week-to-week basis, as well as on long term liquidity needs over 180 day to 360 day look out periods. Funding for long term liquidity needs is based on the ability of the Company to successfully complete private placements.
The carrying amount of the company's financial liabilities approximates their contractual undiscounted cash flows and due within 0 to 12 month as of January 31, 2023 and January 31, 2022.
As at January 31, 2023, the Company had cash and cash equivalents of $
27
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
10. Financial Instruments (Cont'd)
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.
(b) Price risk
The Company is not exposed to significant price risk as it does not possess investments in publicly traded securities.
(c) Currency risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument denominated in a foreign currency will fluctuate because of changes in foreign exchange rates. The Company is not exposed to any significant currency risk.
11. Capital Management
The Company considers its capital to be shareholders' equity, which is comprised of share capital and deficit, which as at January 31, 2023 was a deficiency of $
The sources of future funds presently available to the Company are through the sale of equity capital or debt of the Company. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. There can be no assurance that the Company will be successful in its efforts to arrange additional financing, if needed, on terms satisfactory to the Company.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions.
28
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
12. Business Segment and Concentration
The Company is currently focused on artificial intelligence ("AI") technologies which are targeting two specific areas: 1) workplace health and safety and 2) healthcare. All assets are located in Canada except property and equipment for $
During the year ended January 31, 2023, one customer represented
13. Income Taxes
The following is a reconciliation of income taxes attributable to operations computed at the statutory tax rates to income tax recovery.
| January 31, 2023 |
January 31, 2022 |
|||||
| Loss for the period | $ | ( |
) | $ | ( |
) |
| Tax rate | ||||||
| Expected income tax recoverable at statutory rate | ( |
) | ( |
) | ||
| Change due to acquisition, tax rates, and other | ||||||
| Non-deductible items | ||||||
| Share issuance costs | ( |
) | ( |
) | ||
| Expired non-capital losses | ||||||
| Change in unrecognized deductible temporary differences | ||||||
| Total income tax recovery | $ | $ |
Deferred tax assets
The significant components of the Company's deferred tax assets that have not been included on the consolidated statement of financial position are as follows:
| January 31, 2023 | January 31, 2022 | |||||
| Non-capital losses available for future period | $ | $ | ||||
| Share issuance costs | ||||||
| Property equipment and intangible assets | ||||||
| Total deferred tax assets | ||||||
| Less: Unrecognized deferred tax assets | ( |
) | ( |
) | ||
| Net deferred tax assets | $ | $ |
29
| Predictmedix Inc.
Notes to Consolidated Financial Statements January 31, 2023(in Canadian dollars) |
13. Income Taxes (Cont'd)
The significant components of the Company's unrecognized temporary differences and tax losses are as follows:
| January 31, 2023 |
Expiry Date | January 31, 2022 |
|||||||
| Non-capital losses | $ |
|
|||||||
| Share issuance costs | $ |
|
|||||||
| Property equipment and intangible assets | $ |
|
Tax attributes are subject to review and potential adjustment by tax authorities.
14. Promissory note
On December 12, 2023, the Company availed a loan for $
15. Subsequent events
a) On February 13, 2023, the Company announced that it closed a non-brokered private placement for total gross proceeds of $
b) On February 23, 2023, the Company issued
c) On March 28, 2023, the Company issued
d) On May 25, 2023, the Company issued
30
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is effective as of July 1, 2022, (the "Effective Date"), by and between Predictmedix Inc., a Company incorporated in Canada (the "Company"), with registered address at Suite 3000, Kings Street West, TD Centre, North Tower, PO Box 95, Toronto Canada and Greenacres Medical Corp., a corporation with an address at 464 Old Orchard Grove, Toronto, M5M 2G4 Canada represented by Sheldon Kales. (the "Executive").
WHEREAS, the Company desires to use the services of the Executive, and Executive wishes to be employed by the Company, on the terms and conditions specified herein;
NOW, THEREFORE, the parties agree as follows:
1. Services. The Company hereby engages Executive upon the terms and conditions set forth in this Agreement.
2. Term. Executive's services under this Agreement will begin on the Effective Date and will continue for a period of two years until June 30, 2024 ("End Date"). The period/term during which Executive is employed by the Company pursuant to the terms and provisions of this Agreement is sometimes referred to herein as the "Services Term." The Agreement is to be reviewed two (2) months prior to the Services Term for renewal terms or termination upon the End Date.
3. Position and Duties.
(a) The Company shall employ Executive, and Executive shall serve, as Chief Executive Officer.
4. Compensation.
(a) Remuneration. During the Services Term, Executive will receive a monthly fee (the "Services Fee") of CAD$10,000. In addition, the executive will be reimbursed $1,500 per month for use of personal vehicle for Company business and $2,000 per month being rent for use of executive premises for Company meetings with investors, keeping records etc. The Company will make one cheque payment for $13,500 per month either in name of Greenacres Medical Corp. or in name of Sheldon Kales for the services.
(b) Expenses. The Company shall reimburse Executive for all required business expenses incurred by Executive in connection with the performance of his duties and obligations as set forth herein during the Services Term including but not limited to business travel, cell phone, where applicable.
5. Termination.
(a) Termination for Cause. The Company may terminate Executive's Services under this Agreement at any time for "Cause" upon delivery of a Notice of Termination to Executive. Termination by the Company for Cause shall mean termination because of: (a) Executive's indictment for, conviction of, guilty or no contest plea to, or confession of guilt to a felony or any crime involving moral turpitude;
(b) a material breach by Executive of any provision of this Agreement and failure to cure such breach within ten (10) business days of receiving written notice from Company specifying the breach; (e) failure to perform such duties as are assigned to Executive in accordance with this Agreement and failure to cure within ten (10) business days of receiving written notice from Company specifying the duties not performed;
(b) Voluntary Termination by Executive. Executive may voluntarily terminate his employment at any time by giving the Company a Notice of Termination specifying the Date of Termination forty-five (45) days following the date of delivery of the Notice of Termination to the Company.
(c) Notice of Termination. Notice of termination of Executive's Services by Company or
Executive, shall be sent by the terminating party to the non-terminating party to the address listed herein.
For purposes of this Agreement, the "Date of Termination" is the last day that Executive is employed by the Company.
6. Payments upon Termination. In the event of termination for any of the reasons cited in Section
5 above, the Company shall pay Executive (i) any accrued and unpaid Services due to Executive through the Date of Termination; (ii) any accrued expenses due to Executive through the Date of Termination.
7. Non-Disclosure of Confidential Information.
(a) From and after the Effective Date, Executive agrees not to divulge, communicate, use to the detriment of the Company or its Affiliates or for the benefit of any other individual or partnership, joint venture, trust, corporation, limited liability company or other entity (collectively, "Person"), or misuse in any way, any Confidential Information or trade secrets included in or relating to the Company and Affiliates or any of their assets (herein collectively "Companies"). "Confidential Information" means anything that may be disclosed in tangible or intangible form, orally or through observation, including without limitation: inventions, concepts, specifications, design plans, product blueprints, mechanical/electrical specifications, past, current and future product plans, system architectures, prototypes, equipment, drawings, instruction manuals, data, test results, software (source, object, binary), code listings, processes, methods, research and development activities or results, discoveries, techniques, technologies, know-how, ideas, technical improvements, apparatus, data, notes, protocols, samples, analytical and statistical data, assays, biological structures, technology applications, writings, reports, manufacturing procedures and techniques, documents, papers, notebooks and memoranda related to current or potential products or activities of the Companies; financial data, financial status and position, business plans and strategies, product/commercialization strategies, marketing strategies, strategic alliances and objectives, financial spreadsheets, financial projections, investor information and proposals, customer data (including customer requirements and lists), and product strategies and evaluations related to past, current or potential products or activities of the Companies; past, current or future personnel information or data, company compensation programs and employee manuals relating to the Companies; any information marked with a proprietary, confidential or the like legend or which is treated by corporate practices, policies and procedures as proprietary, confidential or the like; and information which includes any and all information received by the Company from a third-party under an obligation or an affirmative duty to handle such information in a confidential or restricted use manner.
(b) Confidential Information shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive's breach of this covenant or any breach of other confidentiality obligations by third parties or (ii) required by law to be disclosed; provided, however, that Executive shall give prompt written notice to the Company of such requirement and cooperate with any attempts by the Company to obtain a protective order or similar treatment for such Confidential Information.
8. Notice. For purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered against receipt therefor, or three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid, or upon delivery if transmitted by hand delivery, or upon delivery if sent via facsimile (with confirmation), or one (1) business day after delivery to a reputable overnight courier, addressed as follows:
If to Executive:
Sheldon Kales or Green Medical Corp.
464 Old Orchard Grove
Toronto, ON, Canada M5M 2G4
Telephone: 647-388-1117 Email:
skales@rogers.com
If to the Company:
Predictmedix Inc.
Attention: Rakesh Malhotra-CFO
Suite 3000, Kings Street West
TD Centre, North Tower, PO Box 95
Toronto, ON, Canada
Telephone: 647-891-9379
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
9. Amendments and Waivers. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officers of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
10. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto or any predecessor of any party hereto.
11. Headings. The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, amend or affect its provisions.
12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
13. Survival of Agreement. Except as otherwise expressly provided in this Agreement, the rights and obligations of the parties to this Agreement shall survive the termination of Executive's Services with the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 1st day of July
2022.
| Predictmedix Inc. | |||
| By: |  |
||
|
Name: |
Rakesh Malhotra |
||
|
Title: |
|
CFO |
|
| Executive (Greenacres Medical Corp.) | |||
 |
|||
|
Name: |
Sheldon Kales |
||
|
Title: |
|
CEO |
|
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is effective as of July 1, 2022, (the "Effective Date"), by and between Predictmedix Inc., a Company incorporated in Canada (the "Company"), with registered address at Suite 3000, Kings Street West, TD Centre, North Tower, PO Box 95, Toronto Canada and 2499597 Ontario Inc., a corporation with an address at 141 Codsell Ave, Toronto, ON, M3H 3W5 Canada represented by Rahul Kushwah. (the "Executive").
WHEREAS, the Company desires to use the services of the Executive, and Executive wishes to be employed by the Company, on the terms and conditions specified herein;
NOW, THEREFORE, the parties agree as follows:
1. Services. The Company hereby engages Executive upon the terms and conditions set forth in this Agreement.
2. Term. Executive's services under this Agreement will begin on the Effective Date and will continue for a period of two years until June 30, 2024 ("End Date"). The period/term during which Executive is employed by the Company pursuant to the terms and provisions of this Agreement is sometimes referred to herein as the "Services Term." The Agreement is to be reviewed two
(2) months prior to the Services Term for renewal terms or termination upon the End Date.
3. Position and Duties.
(a) The Company shall employ Executive, and Executive shall serve, as Chief Operating Officer.
4. Compensation.
(a) Remuneration. During the Services Term, Executive will receive a monthly fee (the "Services Fee") of CAD$8,500.
In addition, the executive will be reimbursed $1,500 per month for use of personal vehicle for Company business. The Company will make one cheque payment for $10,000 per month either in name of 2499597 Ontario Inc. or in name of Rahul Kushwah for the services.
(b) Expenses. The Company shall reimburse Executive for all required business expenses incurred by Executive in connection with the performance of his duties and obligations as set forth herein during the Services Term including but not limited to business travel, cell phone, where applicable.
5. Termination.
(a) Termination for Cause. The Company may terminate
Executive's Services under this Agreement at any time for "Cause" upon delivery of a Notice of Termination to Executive.
Termination by the Company for Cause shall mean termination because of: (a) Executive's indictment for, conviction of, guilty or no contest plea to, or confession of guilt to a felony or any crime involving moral turpitude; (b) a material breach by Executive of any provision of this Agreement and failure to cure such breach within ten (10) business days of receiving written notice from Company specifying the breach; (e) failure to perform such duties as are assigned to Executive in accordance with this Agreement and failure to cure within ten (10) business days of receiving written notice from Company specifying the duties not performed;
(b) Voluntary Termination by Executive. Executive may voluntarily terminate his employment at any time by giving the Company a Notice of Termination specifying the Date of Termination forty-five (45) days following the date of delivery of the Notice of Termination to the Company.
(c) Notice of Termination. Notice of termination of Executive's Services by Company or Executive, shall be sent by the terminating party to the non-terminating party to the address listed herein. For purposes of this Agreement, the "Date of Termination" is the last day that Executive is employed by the Company.
6. Payments upon Termination. In the event of termination for any of the reasons cited in Section 5 above, the Company shall pay Executive (i) any accrued and unpaid Services due to Executive through the Date of Termination; (ii) any accrued expenses due to Executive through the Date of Termination.
7. Non-Disclosure of Confidential Information.
(a) From and after the Effective Date, Executive agrees not to divulge, communicate, use to the detriment of the Company or its Affiliates or for the benefit of any other individual or partnership, joint venture, trust, corporation, limited liability company or other entity (collectively, "Person"), or misuse in any way, any Confidential Information or trade secrets included in or relating to the Company and Affiliates or any of their assets (herein collectively "Companies"). "Confidential Information" means anything that may be disclosed in tangible or intangible form, orally or through observation, including without limitation: inventions, concepts, specifications, design plans, product blueprints, mechanical/electrical specifications, past, current and future product plans, system architectures, prototypes, equipment, drawings, instruction manuals, data, test results, software (source, object, binary), code listings, processes, methods, research and development activities or results, discoveries, techniques, technologies, know-how, ideas, technical improvements, apparatus, data, notes, protocols, samples, analytical and statistical data, assays, biological structures, technology applications, writings, reports, manufacturing procedures and techniques, documents, papers, notebooks and memoranda related to current or potential products or activities of the Companies; financial data, financial status and position, business plans and strategies, product/commercialization strategies, marketing strategies, strategic alliances and objectives, financial spreadsheets, financial projections, investor information and proposals, customer data (including customer requirements and lists), and product strategies and evaluations related to past, current or potential products or activities of the Companies; past, current or future personnel information or data, company compensation programs and employee manuals relating to the Companies; any information marked with a proprietary, confidential or the like legend or which is treated by corporate practices, policies and procedures as proprietary, confidential or the like; and information which includes any and all information received by the Company from a third-party under an obligation or an affirmative duty to handle such information in a confidential or restricted use manner.
(b) Confidential Information shall not include any information that is (i) generally known to the industry or the public other than as a result of Executive's breach of this covenant or any breach of other confidentiality obligations by third parties or (ii) required by law to be disclosed; provided, however, that Executive shall give prompt written notice to the Company of such requirement and cooperate with any attempts by the Company to obtain a protective order or similar treatment for such Confidential Information.
8. Notice. For purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered against receipt therefor, or three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid, or upon delivery if transmitted by hand delivery, or upon delivery if sent via facsimile (with confirmation), or one (1) business day after delivery to a reputable overnight courier, addressed as follows:
If to Executive:
Rahul Kushwah or 2499597 Ontario Inc.
141 Codsell Ave.
Toronto, ON, Canada M3H 3W5
Telephone: 647-889-6916
Email: rahul.kushwahphd@rogers.com
If to the Company:
Predictmedix Inc.
Attention: Rakesh Malhotra-CFO
Suite 3000, Kings Street West
TD Centre, North Tower, PO Box 95
Toronto, ON, Canada
Telephone: 647-891-9379
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
9. Amendments and Waivers. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officers of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
10. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto or any predecessor of any party hereto.
11. Headings. The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, amend or affect its provisions.
12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
13. Survival of Agreement. Except as otherwise expressly provided in this Agreement, the rights and obligations of the parties to this Agreement shall survive the termination of
Executive's Services with the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 1st day of July 2022.
| Predictmedix Inc. | ||
| By: |  |
|
| Name: | Rakesh Malhotra | |
| Title: | CFO | |
| Executive (2499597 Ontario Inc.) | ||
 |
||
| Name: | Rahul Kushwah | |
| Title: | COO | |
CERTIFICATION
I, Sheldon Kales, certify that:
1. I have reviewed this Annual Report on Form 20-F of Predictmedix Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
|
Date: June 15, 2023 |
/s/ Sheldon Kales |
|
|
Name: Sheldon Kales |
|
|
Title: Chief Executive Officer |
CERTIFICATION
I, Rakesh Malhotra, certify that:
1. I have reviewed this Annual Report on Form 20-F of Predictmedix Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
|
Date: June 15, 2023 |
/s/ Rakesh Malhotra |
|
|
Name: Rakesh Malhotra |
|
|
Title: Chief Financial Officer |
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Predictmedix Inc. (the "Company") on Form 20-F for the period ended January 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sheldon Kales, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
June 15, 2023
| /s/ Sheldon Kales | ||
|
Name: |
Sheldon Kales |
|
|
Title: |
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
A signed original of this written statement required by Section 906 has been provided to Predictmedix Inc. and will be retained by Predictmedix Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Predictmedix Inc. (the "Company") on Form 20-F for the period ended January 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rakesh Malhotra, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
June 15, 2023
| /s/ Rakesh Malhotra | ||
|
Name: |
Rakesh Malhotra |
|
|
Title: |
Chief Financial Officer |
|
|
|
(Principal Financial Officer) |
|
A signed original of this written statement required by Section 906 has been provided to Predictmedix Inc. and will be retained by Predictmedix Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
May 10, 2023
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Canadian Securities Exchange
Dear Sirs/Mesdames:
|
Re: |
Predictmedix Inc. (the "Corporation") |
|
|
Change of Auditor Pursuant to National Instrument 51-102 (Part 4.11) |
We have reviewed the Notice of Change of Auditor of the Corporation dated September 13, 2022 (the "Notice") delivered to us by the Corporation in respect of its change of auditor.
Pursuant to subparagraph 6(a)(ii) of section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations, we have reviewed the Notice and, based on our knowledge of such information at this time, we agree with each statement contained in the Notice, except that we have no basis to agree or disagree with the statement that there have been no modified opinions or reportable events during the period that Harbourside CPA LLP, Chartered Professional Accountants has been the auditor of the Corporation.
Yours very truly,
Kreston GTA LLP
Chartered Professional Accountants, Licensed Public Accountants
Markham, Ontario
cc: Predictmedix Inc. - Board of Directors
Kreston GTA LLP | 8953 Woodbine Avenue, Markham, Ontario, Canada, L3R 0J9, T. 905.474.5593 | www.krestongta.com
A member of Kreston International | A global network of independent accounting firms
PREDICTMEDIX INC.
(Formerly, Cultivar Holdings Inc.)
MANAGEMENT DISCUSSION AND
ANALYSIS
For the year ended January 31, 2023
| PREDICTMEDIX INC. MANAGEMENT DISCUSSION AND ANALYSIS For the Year Ended January 31, 2023 (Information as at May 31, 2023 unless otherwise noted) |
Introduction
Management's Discussion and Analysis ("MD&A") is intended to help the reader understand Predictmedix Inc. (the "Company") consolidated financial statements for the year ended January 31, 2023. This MD&A should be read in conjunction with the consolidated financial statements of the Company and the notes thereto for the year ended January 31, 2023. The effective date of this report is May 31, 2023. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). Unless expressly stated otherwise, all financial information is presented in Canadian dollars. This MD&A contains certain forward-looking information and involves risks and uncertainties, including but not limited to, those described in the "Risk Factors" section.
Forward-Looking Statements
Certain statements contained in the following MD&A constitute forward-looking statements (within the meaning of the Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. The forward-looking statements may include statements regarding work programs, capital expenditures, timelines, strategic plans, market price of commodities or other statements that are not statement of fact. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties and other factors. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties involved in disputes and litigation, fluctuations in commodity prices and currency exchange rates; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and economic return; the need for cooperation of government agencies; the need to obtain additional financing and uncertainty as to the availability and terms of future financing.
It is the Company's policies that all forward-looking statements are based on the Company's beliefs and assumptions which are based on information available at the time these assumptions are made. The forward- looking statements contained herein are as of January 31, 2022 and are subject to change after this date, and the Company assumes no obligation to publicly update or revise the statements to reflect new events or circumstances, except as may be required pursuant to applicable laws.
Although management believes that the expectations represented by such forward-looking information or statements are reasonable, there is significant risk that the forward-looking information or statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate. Forward-looking information or statements in this MD&A include, but are not limited to, information or statements concerning our expectations regarding the ability to raise additional funds, results of the research and development performed in relation to the products and services of the Company, positive result due to the change in business model, possibility of entering into strategic alliance, distribution agreements and other arrangements to market their products and services and possibility of producing viable products through the use of the new technologies purchased and developed.
Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking information or statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and factors including: the possibility that opportunities will arise that require more cash than the Company has or can reasonably obtain; dependence on key personnel; dependence on corporate collaborations; potential delays; uncertainties related to early stage of technology and product development; uncertainties as to fluctuation of the stock market; uncertainties as to future expense levels and the possibility of unanticipated costs or expenses or cost overruns; and other risks and uncertainties which may not be described herein. The Company has no policy for updating forward looking information beyond the procedures required under applicable securities laws.
CORPORATE OVERVIEW
History
Admiral Bay Resources Inc. ("Admiral") was incorporated in British Columbia on September 3, 1987.
Effective September 23, 2019, Admiral was part of a three-cornered amalgamation among Admiral, 2693980 Ontario Inc. (a wholly owned subsidiary of Admiral) and Cultivar Holdings Ltd. (the "Transaction"). Admiral completed the acquisition of all the issued and outstanding shares of Cultivar Holdings Ltd. by way of a three-cornered amalgamation, pursuant to which 2693980 Ontario Inc., amalgamated with Cultivar Holdings Ltd. Pursuant to the Transaction, each registered shareholder of Cultivar Holdings Ltd. received one (1) common share in the capital of the Admiral for each common share held, resulting in the issuance of an aggregate of 97,439,900 common shares to Cultivar Holdings Ltd. Shareholders. As part of the Transaction, warrants of Cultivar Holdings Ltd. were replaced with common share purchase warrants of Admiral.
At completion of the Transaction, Admiral changed its name to Cultivar Holdings Inc. (the "Company" or "Predictmedix").
On April 9, 2020, the Company announced that it had completed its name change from "Cultivar Holdings Inc." to "Predictmedix Inc." (the "Name Change"). The CUSIP number assigned to the Company's common shares following the name change is CUSIP 74040L100 (ISIN CA74040L1004). In connection with the Name Change, the Company's trading symbol, as listed on the CSE and the OTCQB also changed from "CULT" to "PMED", and from "CVRHF" to "PMEDF", respectively.
The Company's corporate head office is located at 77 King Street W, Suite 3000, Toronto, Ontario, Canada, M5K 1G8.
On February 15, 2018, the Company had acquired a 49% interest in a newly incorporated Cultivar JA Limited, ("CJA") a corporation incorporated under the laws of Jamaica. The remaining 51% interest was owned by local Jamaican business partners. On March 27, 2020, the Company sold and discontinued its interests in CJA.
On July 16, 2018, the Company had acquired a 100% interest in a newly incorporated CannIP Holdings Inc. (formerly 2639745 Ontario Inc.) ("Cann") a corporation incorporated under the laws of the province of Ontario. Cann is engaged in the development of cosmetic and edible product lines, as well as investment in technology to detect the influence of cannabis on individuals. The Company did a one for one share exchange with Cann and issued 29,800,000 common shares to the shareholders of Cann.
The Company's Business and Products
The Company's business is focused on developing artificial intelligence ("AI") powered technologies for general workplace health and safety, and for the health care industry. In particular, the Company has developed A technology for the identification and detection of infectious disease symptoms (including COVID-19), sometimes referred to in this Registration Statement as our Infectious Disease Symptom Screening Solutions ("IDSS") and marketed in North America under the name "Safe Entry System." In addition, the Company is developing AI powered products that address (1) detection of alcohol and/or cannabis impairment in individuals; (2) mental illness screening; and (3) remote patient monitoring and treatment plans, sometimes referred to herein as the Mobile Wellbeing product. The following is a description of our primary product, the IDSS, and the products under development.
|
Infectious Disease Symptom Screening Solutions ("IDSS") |
Our primary product that is being marketed and sold currently. All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks") is the constructor and selling agent for the Company's Safe Entry Systems in North America. An initial license fee is received by the Company from customers when a Safe Entry System is sold or leased by Juiceworks. The Company then will receive a recurring monthly licensing fee from customers. A formal agreement with Juiceworks covering exclusive fabrication rights and non-exclusive selling rights is under discussion but has not been completed as of the date of this statement. Outside of North America, the Company intends to market and sell the Safe Entry System directly, however, the Company may enter into arrangements with third parties similar to the arrangement with Juiceworks to cover other territories. As a screening system, our IDSS does not render conclusive diagnoses, nor can it identify asymptomatic cases. Rather, it can (and should) be used to identify persons who are more likely to test positive for certain infectious diseases and refer such persons to undergo a more definitive test, such as a rapid COVID test. Our IDSS marketing targets potential customers who may have to rapidly screen large numbers of people where it is not practical to diagnostically test all of them. Such a situation arises in many public events. In a place where large numbers of people are to be admitted to a common area, the IDSS could be used to identify individuals who are more likely to test positive and yield a smaller pool of individuals who could then undergo a rapid diagnostic test prior to admission.Our IDSS screening stations will be networked and will collect data on an entirely anonymous basis that will enhance the performance of our IDSS screening stations everywhere. Our AI technology incorporates machine learning techniques that enables the system to improve accuracy as additional data is available. |
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Remote patient monitoring and treatment plans application, sometimes referred to herein as the Mobile Wellbeing product (the "Mobile Wellbeing App" |
This product was substantially developed by Mobile Wellbeing, a company that we acquired in July of 2020. The product is a telemedicine remote patient monitoring platform. We are currently adding additional modules to this platform that will enable us to use a patient's history and real time medical data, such as blood pressure or blood glucose level, to provide patients and their medical professionals with treatment plans for chronic disease management and in some cases lifesaving advance notice of when a patient should go to a hospital. This product will be marketed or sold by the Company once the modules are added to the platform. |
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Products Under Development |
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Impairment Detection Screening |
Our Impairment Detection Screening scanner is under development and is not being marketed or sold currently. The product incorporates the Company's proprietary AI technology and is being developed to detect cannabis and/or alcohol drug impairment in individuals. The product will be developed as a screening station that is capable of making a recommendation as to whether individuals passing through the screening station should undergo additional definitive testing. |
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Mental Health Screening
|
Our Mental Health Screening station is under development and is not being marketed or sold currently. The product will incorporate the Company's proprietary AI technology to detect behavioral and physiological indicators of mental illness such as depression, autism, ADHD and dementia. As a step in the screening process, persons would be asked to read a script while undergoing the scan that detects vocal qualities, vocal cadence and physiological factors such as blood flow in the face. The intended use for this product will be to screen for indicators of mental disorders and make recommendations as to whether individuals passing through the screening station should undergo additional evaluation. In this way, the system could be used as a triage tool at mental health centers, police stations or any setting where a preliminary mental health assessment is required, and mental health professionals are not readily available to perform an assessment or are over-taxed by an inflow of possible cases. This technology represents an ambitious application of the Company's AI technology and is in a developmental stage. A prototype is not expected prior to the second half of 2022 and may not be ready for public demonstration prior to 2023. |
Operations
We will license our software to two distinct markets; law enforcement agencies and a variety of industries that are concerned about infectious disease and impairment in the workplace such as manufacturing, mining, and aviation, as well as any public venues where large numbers of people gather.
The Company's AI powered technology utilizes multispectral imaging with a focus on visual spectral imaging along with infrared thermography to identify individuals exhibiting symptoms associated with infectious diseases. The AI technology monitors and identifies potential presence of infectious disease symptoms such as fatigue, headache, coughing, sneezing, blood flow, sweat gland activation, metabolism, fever along with other key determinant factors. The technology can be deployed using multispectral cameras in facilities where there is large movement of people. The data collected is brought into a central server / cloud for analysis and alerts are sent in case of a positive detection. Privacy concerns are addressed by using dedicated servers, access control, no video data storage - only processing being carried out by our technology. Furthermore, even the summarized frames lack any personal identifiers. Additionally, the information on the camera stays anonymous so we cannot map which camera it is. The technology has been further refined and assembled in a proprietary hardware configuration (patent pending) which can be deployed in any facility with an electricity and an internet connection. This is in form of gateway structures like metal detectors seen in facilities all over North America. In addition to the technology development and deployment in North America, the Company is exploring business development opportunities across the world.
The Company has also focused on strategic acquisitions to bolster the technology portfolio which will carry long term value to the shareholders of the company. As such, in June 2020, the Company also announced a strategic acquisition which is a major step towards turning its screening technologies into a complete enterprise solution. The company announced the acquisition of MobileWellbeing, an innovative, feature rich, Telemedicine Remote Patient Monitoring platform. The Company plans to integrate MobileWellbeing with its Artificial Intelligence driven rapid screening system for infectious diseases, including COVID-19, and its screening modules for impairment and mental illness. Notably, we expect to turn our screening solutions into enterprise solutions with back-end patient or employee return-to-work monitoring. Additionally, we expect that this acquisition will allow Predictmedix to enter the growing markets of telehealth and clinical trials. Furthermore, MobileWellbeing can be used for data collection, transmission, evaluation, notification and intervention at home or through kiosks that might be especially useful in Long Term Care and Retirement Community settings.
MobileWellbeing has demonstrated its value in multiple different programs over several years, and has shown benefits such as improved patient health, minimized the impact of chronic disease, and driven down the cost for care through remote monitoring. MobileWellbeing has a unique and robust set of features such as, Assisted Monitoring that allows for data collection, transmission, evaluation, notification and intervention at home or through kiosks that might be especially useful in Long Term Care and Retirement Community settings.
The Interactive Voice Response System also gives patients the accessibility to interact with the system without the need for internet connected devices. This is an important consideration given the breadth of population affected and for regions, sometimes remote, where connectivity remains a major issue. The MobileWellbeing platform's suite of features are uniquely applicable to multiple use cases that impact Predictmedix clientele. Workplaces of all sizes and sectors want their Human Resources ("HR") departments to monitor employee recovery during quarantine periods and manage their transition back to work while maintaining employee privacy. Healthcare providers will now have a very robust tool to be able to remotely manage all aspects of care, recovery, and support whilst protecting all parties from the dangers of further infection transmission.
A patient can be critically ill or is not in a condition to visit the hospital or a medical physician on a regular basis. Such restriction may result in the deterioration of health of the patient. For example, a patient may be bed ridden and perfectly in good health but requires necessary monitoring of their health condition. At the same time, the patient is also reluctant to go to the hospital. In another scenario, the patient may be in a critical condition and needs lifesaving treatment before the patient can reach the hospital. All these scenarios require a system that can automatically recommend and adapt to a treatment so that the both lifestyle management and/or prescriptive analytics can provide better health management to a patient.
Patent Protection
The following patent applications have been submitted to the United States Patent and Trademark Office by individuals affiliated with the Company. The individuals making the application have assigned all of their respective rights in the patent applications and in any patent(s) that may be issued.
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Patent Application No. 16/892,369 Published on December 10, 2020 |
In June of 2020, principals of the Company filed Patent Application No. 16/892,369 which is related to a provisional patent application filed by sch individuals on June 7, 2019 (Provisional application No. 62/858,422). These applications cover the Company's proprietary system and method for detecting the impairment of an individual. The method involves operating a processor to receive at least one image associated with the individual an identify at least one feature in each image. The method further involves operating the processor to, for each feature: generate an intensity representation for that feature, apply at least one impairment analytical model to the intensity representation to determine a respective impairment likelihood and determine a confidence level for each impairment likelihood based on characteristics associated with at least the applied impairment analytical model and that feature. The method further involves operating the processor to define the impairment of the individual based on at least one impairment likelihood and the respective confidence level. |
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Patent Application No. 63012510 |
Artificial intelligence driven rapid testing system for infectious diseases. |
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Patent Application No. 63048131 |
System and Method to automatically recommend and adapt a treatment regime for patients. |
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Patent Application No. 63048152 |
System and Method to manage a regards program for patient treatment protocols |
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Patent Application No. 63058567 |
Utilizing healthcare providers network effect to increase compliance for better health outcomes. |
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Patent Application No. 63072392 |
System and Method to provide product recommendation and sponsored content to patients managed by computerized workflows for treatment protocols. |
In July and August of 2021, an affiliate of the Company applied for the following patents related to the Mobile Wellbeing product.
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Patent Application No. 17384686 |
System and method to automatically recommend and adapt a treatment regime for patients; Submitted July 23, 2021by Rajiv Muradia |
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Patent Application No. 17384773 |
System and method to manage a rewards program for patient treatment protocols; Submitted July 23, 2021by Rajiv Muradia |
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Patent Application No. 17385889 |
Utilizing healthcare providers network effect to increase compliance for better health outcomes; Submitted July 26, 2021 by Rajiv Muradia |
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Provisional application that was converted to a non-provisional application: |
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Patent Application No. 63072392 |
System and method to provide product recommendation and sponsored content to patients managed by computerized workflows for treatment protocols; Submitted August 15, 2021 by Rajiv Muradia |
Private Placement Financing
In order to proceed forward with business development and technology commercialization, on March 5, 2021, Predictmedix announced that it has closed a non-brokered private placement for gross proceeds of $1,090,085 in a strategic financing round to catalyze the Company's operations as it scales its business. A total of 3,114,569 units were issued at a price of $0.35 each. Each unit is comprised of one common share of the Company and one warrant, with each warrant exercisable into a common share at an exercise price of $0.50 per share for a period of two years. The funds were to be used to focus on three specific areas:
1) Marketing and Advertising: proceeds from the financing will be used to aggressively scale up our marketing operations and advertising for business development.
2) Human Capital and Hiring: the company will be hiring additional engineers to assemble and deploy its product suite across the globe as it keeps up with ongoing purchase orders and increased demand.
3) Research and Development: proceeds from the financing will be deployed in improving the efficiency of our proprietary algorithms and commercializing additional software and product features to improve infectious disease screening.
Gaining exposure in the US financial markets
As part of building long term shareholder value, the Company focused its efforts on further establishing itself on the US markets with an eventual goal of becoming a listed company on an exchange. As the first step, on March 29, 2021, the Company announced engaged with Kingswood Capital Markets, a prominent investment bank based out of New York City. Subsequently, the institution has changed its name to EF Hutton.
As the next step towards gaining traction in the US market, in June, 2021 the Company filed a registration statement on Form 20-F to register its common shares with the United States Securities and Exchange Commission (the "SEC"). The Company is currently a reporting issuer under the United States Securities Exchange Act of 1934.
Collaborations
On April 5, 2021, Predictmedix announced an agreement to deploy Safe Entry Stations in conjunction with with North American industry leaders All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks") ) and Connectus Global. Connectus Global is a leading Alberta-based solutions provider for process automation, worker safety and location monitoring applications across industrial and business sectors. With an integrated suite of digital workforce management and business continuity systems, the Company's internationally deployed solutions work to improve industrial safety, operational efficiency, and crisis recovery planning.
On June 11, 2021, the company announced expansion of their Safe Entry program with the institution of their first distributor, SBL Testing Technologies Inc (SBL) in partnership with JUICEWORKS.
On August 30, 2021, Predictmedix Announced their strategic partnership with major Indian defense contractor for Southern Asia region, Paras TechCare, a Division of Paras Defence. Paras Defense will manufacture and resell Safe Entry Stations into Indian private and public sectors on behalf of Predictmedix.
On October 5, 2021, Predictmedix announced that it has secured a new strategic partnership with Entertainment Bay India LLP, one of the largest event production companies in India, for the deployment of Safe Entry Stations at its client events. Entertainment Bay is a leading event production company in India, leveraging 10+ years of experience providing a full range of event management services for companies, organizations and individuals at stadiums, theaters, music venues, hotels and conference event centers.
Company Developments
On April 14, 2021, the company announced a 24 month, multi-unit agreement to deploy Safe Entry Stations throughout the North American operations of Flow Water Inc. ("Flow Alkaline Spring Water" or "Flow"). The contract was executed by Juiceworks Exhibits. The contract marked the successful completion of our initial pilot, as the technology is now scaled and deployed across all of Flow's operations both in Canada and the United States.
On April 19, 2021, the Company announced deployment of Safe Entry Stations at 4 key office towers in downtown Calgary and Edmonton in partnership with Apsen Properties and Juiceworks. Calgary's The Edison, Palliser Complex, The Ampersand and Edmonton's Bell Tower are raising the bar by providing a completely voluntary infectious disease symptom screening option for their tenants.
On May 6, 2021, the Company announced deployment of Safe Entry Stations at the Aster Garden Optima Living Community in partnership with Optima Living, Connectus Global, and Juiceworks Exhibits.
On May 17, 2021, the Company announced that Safe Entry Station units will be deployed at the North American tour of Hockeyfest in partnership with Juiceworks Exhibits and Jones Entertainment Group. The deployments will begin with the first Hockeyfest event, kicking off on June 25, in London, Ontario. Hockeyfest is the world's largest street and pond hockey festival with tournaments scheduled in 9 cities all over North America.
On June 3, 2021, the Company announced the deployment of Safe Entry Stations at the Lavazza Drive In Film Festival to be held in Ontario from June 27 to July 17. Inaugurated as a grassroots non-profit film festival in 2012, Italian Contemporary Film Festival (ICFF) has grown to become one of the largest Italian film festivals outside of Italy. Safe Entry Stations will be deployed to screen staff at the Lavazza Drive-In Film Festival organized by ICFF and CHIN between June 27 and July 17, 2021. It will then be used to rapidly screen patrons and staff prior to access to open-air screenings, set to begin mid-July.
On August 16, 2021, the Company engaged international investor relations specialists MZ Group to lead a comprehensive strategic investor relations and financial communications program across all key markets. MZ Group continues to work closely with Predictmedix management to develop and implement a comprehensive capital markets strategy designed to increase the Company's visibility throughout the investment community. MZ has developed a distinguished reputation as a premier resource for institutional investors, brokers, analysts and private investors. The firm maintains offices worldwide.
On August 26, 2021, the Company deployed several Safe Entry Stations at the Palm Tree Music Festival in Westhampton Beach, New York. The single-day event was an intimate festival experience designed to capture the unmatched feeling of summer in paradise with majestic beach vibes and unmissable sets by a lineup of global icons. The Palm Tree Crew partnered with Predictmedix and Northwell Health, New York's largest Health Care provider, to design a safety protocol for attendees.
On October 25, 2021, the Company announced a revenue-generating deployment of 15 Safe Entry Stations at the Formula 1 Aramco United States Grand Prix, which was held October 22-24, 2021 at the Circuit of The Americas ("COTA") in Austin, Texas, as part of the Company's reseller partnership with the Canadian-based JUICEWORKS EXHIBITS and CONNECTUS Global. At the event, four members of the catering staff scanned "red" when walking through the Safe Entry Station and were administered a rapid antigen test right after which tested positive. Those staff were sent home for recovery.
On November 2, 2021, the Company announced that it has been granted Conformitè Europëenne ("CE") Mark status and ISO13485 certification for its Safe Entry Station, enabling Predictmedix to commercialize in the European Union and key global markets. The CE mark declares the conformity of the Safe Entry Station with EU regulations and indicates that a product has been assessed by the manufacturer and deemed to meet EU safety, health and environmental protection requirements. ISO 13485 is the medical device industry's most widely used international standard for quality management. All Safe Entry Stations manufactured by the Company's reseller, Paras Defence & Space Technologies Ltd. ("Paras"), will now have the CE mark and ISO certification.
On December 16, 2021, the Company announced the inaugural health and wellness placement of the Safe Entry Station technology at Ste. Anne's Spa, a popular health and wellness retreat in Ontario. This marks the Company's foray into the hospitality space, as we believe the public demand for safe vacations and relaxation experiences is high.
On January 12, 2022, the Company announced the accuracy rates for its technology to identify cannabis and alcohol impairment. In a supervised environment with 128 participants, the Company's proprietary AI technology demonstrated a 79-87% efficacy in identification of cannabis impairment and 76-92% efficacy in identification of alcohol impairment (depending on the amount of cannabis or alcohol consumed by the subject). Furthermore, the company also announced a North American clinical study for its cannabis and alcohol impairment screening technology. Building on the datasets and insights from previous research and studies, the company announced commencement of an additional clinical study in February 2022 with researchers and doctors at a North American hospital. If the study shows similar results, the hospital study will provide a third-party independent validation of the Company's impairment detection solution ahead of commercial launch. The data collected can be used by the Company to further fine-tune the AI algorithms. The results of the independently validated study will be published in a peer-reviewed medical journal. The Company has engaged an accredited consulting firm to assist the Company in seeking classification of the technology as a class II medical device in the US.
On January 26, 2022, the Company announced another North American clinical study for it's infectious disease screening technology. Predictmedix is providing one (1) Safe Entry Station to be used to screen staff to provide protection, and two (2) units to screen incoming patients along with collecting symptom data from COVID-19 positive patients, whom will be validated by PCR tests. The hospital study will provide a third-party independent validation of the Company's Infectious Diseases Detection Solution ahead of a commercial launch, fulfilling a prerequisite for certification with the U.S. Food and Drug Administration (FDA). The results of the study will be published in a peer-reviewed medical journal. Predictmedix has engaged an accredited consulting firm to assist the Company in seeking classification of the technology as a Class II Medical Device in the United States. Class II devices are FDA approved for the market through the Premarket Notification, or 510(k) process. The 510(k) process entails a complex application to the FDA, which demonstrates that a device is safe and effective by demonstrating that the device is equivalent to another device which is on the market. While individual aspects and features of the Safe Entry Station are comparable to FDA class II devices, it is important to note that the Safe Entry Station differs from other medical devices as it is assimilating multiple features and combining it with the artificial intelligence driven decision making, which has wide ranging applications in healthcare.
The clinical studies are critical for the company to move forward with full scale commercialization of its technology. Although, the company has successfully deployed its technology at tier 1 events across the globe and has received validation from the client, the third-party clinical validation will serve as the launching pad for global rollout and expansion of the technology.
On April 5, 2022, the company announced conclusion of an initial deployment of a Safe Entry Station at a major Las Vegas entertainment event through its partnership with Uptown Sports Marketing. The event venue served as a unique opportunity to demonstrate the Company's proprietary AI-enabled screening solution to area representatives from some of the largest Las Vegas and Global entertainment and hospitality sector companies, which visited the Safe Entry Station throughout the week to see it in action.
Predictmedix and Uptown Sports Marketing partnered with the Las Vegas event organizer to design a safety protocol for event attendees to efficiently screen key operating staff and performers for signs of infectious diseases as they entered the event for work. This was then evaluated by Las Vegas hospitality sector representatives as staff and performers walked through the Safe Entry Station to rapidly identify multiple symptoms of infectious diseases such as COVID-19, displaying the result in the form of a red or green light.
As part of our efforts to broaden the shareholder base, on May 24, 2022, the company announced that the management will present at the 12th Annual LD Micro Invitational on Tuesday, June 7th, 2022, at the Four Seasons in Westlake Village, California and subsequently on June 7th, the company management presented at the invitation only conference where the company's pitch was received quite well.
In parallel, the company carried on with it's efforts towards tech commercialization and on June 15th, the company announced that it has secured a revenue-generating deployment at the DeBeers Forevermark Forum 2022 from June 29 - July 1, 2022. The Safe Entry Stations will be utilized to screen both guests and staff for signs and symptoms of infectious diseases such as COVID-19. This repeat commercial placement was secured through the Company's South Asia partner, Entertainment Bay, who focuses on serving the live event market and seeks high visibility event placements for the Safe Entry Station. Furthermore, on June 29th, the company announced that it has received a non-binding Letter of Intent (LOI) from KaTron Defence Space and Simulation Technologies, a leading Turkish provider of simulation products and services for aviation and aerospace, for the deployment of eighty (80) Safe Entry Stations for their corporate headquarters in Ankara, Turkey along with international clients.
The LOI, reflecting subscription fees of at least USD$1.4 million per year (CAD$1.85 million at the current exchange rate), is pending receipt of publication of results from a clinical study in a peer reviewed publication before transitioning to a formal purchase order, the announcement of which is expected in the third quarter of 2022. The LOI covers the deployment of 80 Predictmedix Safe Entry Stations, which are used to power "Fit for Work" screening - a non-invasive, autonomous, non-biased, and cost-efficient workplace screening solution for countless industries around the globe. Fit for Work screening ensures workers are in an alert mental and physical state by screening for impairment from Cannabis and alcohol, extreme fatigue, and symptoms of infectious diseases, such as COVID-19.
At the same time, the company further refined their AI algorithms and on July 25th announced its accuracy rates for identifying Respiration Rate, Heart Rate, and Core Body Temperature as part of its Fit for Work screening solutions for industries across the Globe.
Building upon previously collected data from clinical sites and real-world deployments, Predictmedix validated its technology on 270 participants which included two clinical sites. Participants walked through Safe Entry and their vitals were identified using the AI algorithms of Safe Entry in conjunction with edge computing. Simultaneously, the same vitals were also collected using standard medical devices with which the data from Safe Entry could be compared and correlated with.
The results of the accuracy rates are as follows:
Identification of Respiration Rate: 98.38%
Identification of Core Body Temperature: 98.37%
Identification of Heart Rate: 85%
Following the exceptional accuracy rates, the Company has initiated the next phase of Third-Party Validation by creating manuscripts which will be sent for peer review to academic journals for publication. Additionally, the Company has made significant developments to their novel IP for the filing of the Company's patents.
On August 22, 2022, the Company announced that it closed the first tranche of a non-brokered private placement (the "First Tranche"). Pursuant to the First Tranche, the Company issued 8,300,000 units (the "Units") at a price of $0.05 per unit to investors for gross proceeds of $415,000. Each Unit consists of one common share of the Company and one-half of one (1//2) common share purchase warrant (each whole warrant, a "Warrant"), whereby each Warrant entitles the holder to purchase one additional common share for a period of two years from closing at an exercise price of $0.10 per share. Net proceeds from the First Tranche will be used for general operations (working capital) including business development and technology upgrades. All securities issued in connection with the First Tranche are subject to a statutory hold period expiring four months and one day from the date of issuance of the securities.
On November 7, 2022, the company announced that it has closed the final tranche of its non-brokered private placement. Pursuant to the final tranche, the Company has issued 1,600,000 units (the "Units") at a price of $0.05 per unit to investors for gross proceeds of $80,000. Each Unit consists of one common share of the Company and one-half of one (1//2) common share purchase warrant (each whole warrant, a "Warrant"), whereby each Warrant entitles the holder to purchase one additional common share for a period of two years from closing at an exercise price of $0.10 per share. Net proceeds from the financing will be used for general operations (working capital) including business development and technology upgrades. All securities issued in connection with the financing are subject to a statutory hold period expiring four months and one day from the date of issuance of the securities.
Third-Party Validation of Technology
In October and November, the company worked extensively to get third party validation for the tech in the form of peer reviewed publications. Furthermore, two (2) publications were successfully peer-reviewed and accepted in scientific journals
A NOVEL DEEP LEARNING TECHNIQUE FOR ALCOHOL IMPAIRMENT USING VISUAL AND ACOUSTIC FEATURES - (https://ikprress.org/index.php/JOMAHR/article/view/7868)
NOVEL AI BASED APPROACH FOR HUMAN BODY TEMPERATURE EVALUATION USING INNER EYE CANTHUS LOCALIZATION FROM CAMERA FEED (https://ikprress.org/index.php/JOBARI/article/view/7897)
Moreover, four (4) additional publications are currently under peer-review in scientific journals. In addition to Predictmedix's recently peer-reviewed publications for detecting impairment from alcohol and detecting body temperature, these four publications continue to validate the Company's technology to identify symptoms of infectious diseases, fatigue, key vitals, and the overall ability to screen for various parameters as part of Safe Entry's Fit for Duty screening.
Peer-reviewed journals articles are an imperative piece to Predictmedix's scalability and technology and solution adoption plan. Predictmedix's academic publications must be scrutinized by experts in the same field and is necessary to ensure academic scientific quality - and having several accepted publications in scientific journals is a significant milestone for the Company's sales efforts and for its IP.Technology related developments
The company also worked extensively to further fine tune and refine the technology by improving accuracy as well as by deploying upgrades to make the technology more user friendly. These included:
- Significant updates and upgrades were made to our AI algorithms from capturing data from subjects across US, Canada, Mexico, and India - making Safe Entry Stations more accurate, reliable, and faster.
- Over-the-air, automated updates that integrates most recent captured datasets from various customer sites globally. Safe Entry Stations will receive updated algorithmic models via over-the-air updates, automatically, in real time.
- New employee monitoring heatmap whereby respective managers can visualize data scanned for infectious diseases, impairment from cannabis and alcohol, extreme fatigue and exhaustion, and emotionally distressed states.
- Recurrent Neural Network noise filtering and other new features are now being used to manage voice signals, as part of the Speech Detection parameter of Safe Entry's Fit for Duty screening. This contributes to a higher accuracy reading for Safe Entry's Speech Detection parameter.
Other Business Developments
As the Company works to commercializing its Fit for Duty screening solutions, its resellers and partners are making progress in their advanced sales pipelines as well as forging partnerships with major Safety and Risk Management Corporations in North American along with several other jurisdictions.
The Company is set to debut and showcase Safe Entry's Fit for Duty to key industry executives in multiple upcoming conferences. Additionally, demo units are currently being sent to large potential clients and potential partners for scaling up the Company's solutions in North America as well as international jurisdictions.
The company launched deployments of demonstration units with comprehensive Fit for Duty screening via the Company's distributor network which includes SBL. SBL has begun deploying Safe Entry Stations to partners such as Probe IMT in South Africa, a leader in technology integration to the mining sector throughout Africa, and other leading players in key markets. Furthermore, Safe Entry demonstration units being deployed are for a series of Discovery Sessions, starting in Calgary and Vancouver beginning this month, and throughout North America in Q4 and onwards.
On November 17, the company also announced deployment of Safe Entry at LongArm Engineering's Odessa Texas facility. LongArm Engineering will be implementing Safe Entry at their Odessa Texas facility, a full cycle operation including engineering, electrical, automation, and fabrication. Odessa Texas is in the heart of the Permian Basin, currently one of the largest and most active oil & gas basin hotspots. Safe Entry will be used to screen staff, contractors, clients, and guests to ensure a healthy and safe workplace.
January - May 2023
The company has announced major developments from January to May 2023 which included private placement, listing on Frankfurt Stock Exchange along with completion of clinical studies, technological advancements in addition to contracts.
Private placement and listing on the Frankfurt Stock Exchange:
On February 13, 2023 the company announced that it has closed a non-brokered private placement for total gross proceeds of $612,500. The Company has issued 12,250,000 units (the "Units") at a price of $0.05 per unit. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"), whereby each Warrant entitles the holder to purchase one additional common share for a period of two years from closing at an exercise price of $0.10 per share. Net proceeds from the financing will be used for general operations (working capital) including business development and technology upgrades. All securities issued in connection with the financing are subject to a statutory hold period expiring four months and one day from the securities' issuance date. At the same time, the company also announced that its common shares have been accepted for listing on the Frankfurt Stock Exchange and trades under the symbol "3QP". Moreover, in order to increase the exposure in Europe, the company engaged GOLDINVEST, a European publisher, for a 6-month contract to increase the company's awareness in the German-speaking financial community and through its extensive investor network throughout Europe.
Clinical trials:
On February 15 2023, the company announced pivotal clinical validation data from one of the largest Government hospital groups in India for the company's AI-powered Safe Entry Stations. The third-party clinical findings from 400 patients show that Predictmedix's Safe Entry Stations accurately screen for various physiological conditions non-invasively - a pivotal milestone for the company's proprietary technology portfolio and for the global healthcare industry. The scope of the study was to determine the effectiveness of Predictmedix's AI-powered screening technology. The Safe Entry Station is a walk-thru system where an individual stands in front of the unit for 2-3 seconds while the multi-spectral imaging cameras gather the necessary information to determine the physiological state of the individual. Parameters like temperature, heart rate and respiration rate are collected non-invasively and the AI/ML algorithms compute a result. Vitals hold key insight into an individual's state, whether they're dealing with health complications, influenza, fatigue or even impairment. Safe Entry does not capture or store personal identity information, ever.
On March 8, 2023, the company announced the completion of a 1600-person clinical study taken place at a prominent University in Indonesia for the purpose of validating the company's AI-powered non-invasive screening technology in order to prepare for the regulatory approval application to classify Safe Entry as a medical device. As the company's commercialization efforts are underway in Indonesia, having Safe Entry classified as a Medical Device is an integral step to scaling into the landscape of the Indonesian market. The third-party validation of the company's AI-powered screening technology marks yet another milestone for the efficacy of Safe Entry.
On March 28, 2023, the company announced that it's AI-powered technology, powering the Safe Entry Station, was Featured in a major Indonesian newspaper published on March 27, highlighting the validation on over 2,000 individuals and confirming the effectiveness of the technology as well as the potential it has for Healthcare. The University of Raharja conducted testing and validation on over 2,000 individuals using Safe Entry and now working with the Government to identify solutions for the healthcare sector while working towards the approval of Safe Entry as a medical device in Indonesia.
Technological advancements:
On March 15, 2023, the company announced the production of its AI-Powered mobile app in conjunction with a portable multi-spectral imaging camera to non-invasively detect impairment from alcohol and cannabis. The non-invasive solution will be commercialized with the intent to serve global law enforcement agencies, transport, and other mobile high-risk industries where impairment remains a significant liability. The Company's recently conducted studies showed that its screening tool can accurately identify impaired individuals with a success rate of over 90%. Furthermore, the screening process takes less than 30 seconds to complete, making it a quick and reliable way to identify impairment.
On March 20, 2023, the company announced that the US Patent Office has granted a patent for its AI-powered technology (United States Patent Application Number: 16/892,369) for the non-invasive detection of impairment caused by alcohol and/or cannabis. The patented technology uses multispectral imaging and speech analysis to identify and extract features from an individual, allowing the technology to determine whether the individual is exhibiting signs associated with impairment. The technology is part of the Company's Fit for Duty screening solutions, which provide contactless and bias-free screening for impairment, extreme fatigue, and infectious diseases.
On March 23, 2023, the company announced that it has achieved over 90% accuracy in identifying impaired individuals using a combination of multispectral imaging and speech analysis, as demonstrated in the Company's latest study. As the technology is powered by artificial intelligence, its accuracy rate is only expected to increase with time, thanks to the deep learning and machine learning algorithms that allow the system to learn and adapt from new data. The patent granted to the company outlines the process of how data gathered from multispectral imaging and speech analysis is used for identification of impairment. This involves the capture of data by a multispectral camera along with a speech sample. Features and their intensities are extracted and correlated with impairment, with each feature generating an intensity representation. At least one impairment analytical model is then applied to determine a respective impairment likelihood, and a confidence level is determined for each impairment likelihood based on the characteristics associated with at least the applied impairment analytical model and that feature. With the use of impairing substances, individuals can be unable to safely perform certain tasks. For example, the use of drugs such as cannabis or alcohol can impair an individual's physiological and/or psychological state, leading to significant safety risks. Predictmedix's technology functions by identifying signs of impairment and correlating them with various levels of impairment-inducing agents. Furthermore, the AI algorithms can even identify if someone has consumed just one "standard alcoholic beverage," which may or may not be classified as impaired depending on the jurisdiction. The company offers flexibility for end-users to define the thresholds used to flag someone as impaired or not, based on internal policies and/or the jurisdiction they are operating in. The patented technology will also be used in Predictmedix's AI-powered mobile app, which works alongside a portable multispectral imaging camera for non-invasive impairment detection. The company plans to commercialize its mobile solution to serve global law enforcement agencies, transport, and other high-risk industries where impairment is a significant liability.
On April 19, 2023, the company announced significant advancement in its Safe Entry Stations. The Company's AI-powered screening technology will now be able to take non-invasive blood pressure readings, making Safe Entry a vital tool for detecting and managing cardiovascular diseases, the leading cause of global mortality. Using artificial intelligence technology, Predictmedix's Safe Entry Stations already screen individuals for vital parameters such as temperature, heart rate, respiratory rate, and oxygen saturation. With the added ability to measure systolic and diastolic blood pressure, Safe Entry Stations now provide even greater accuracy for its healthcare applications as well as workplace and law enforcement screening tools. Predictmedix is also pleased to announce that it has introduced Heart Rate Variability (HRV) in its vital parameters detection, which provides an early indication of the onset of several diseases. The HRV component reflects the functions of a parasympathetic and sympathetic nervous system, the two components of the Autonomic Nervous System (ANS), which control heart activity. Studies are underway in India to progress and validate HRV screening capabilities. Additionally, the company is initiating Blood Oxygen Saturation screening trials to further enhance its screening solutions.
On May 10, the company announced launch of launch of its ground-breaking complete triage solution. Predictmedix's cutting-edge system encompasses a wide range of parameters, including 8 new parameters, providing an unparalleled level of accuracy and efficiency in healthcare assessments. Recognizing the urgent need for efficient triage solutions, Predictmedix has initiated deployments of its comprehensive system in major hospitals in a targeted geography in Asia where the number of patients coming in a day often exceeds 1000. The company's triage solution has been seamlessly integrated into certain hospitals' existing healthcare infrastructure, ensuring a smooth transition and minimal disruption.
The company's Triage Solution incorporates the measurement and analysis of the following vital parameters: temperature, eye redness, heart rate, respiration rate, fatigue, weight, BMI, BMR, blood pressure, heart rate variability, skeletal muscle, resting metabolism, visceral fat, body fat percentage, bone mass, and alcohol/cannabis impairment. Predictmedix expects to scale up its operations in the near to mid term. The technology has the potential to revolutionize the way hospitals manage patient care and could be a game-changer for the healthcare industry.
On May 17, 2023, the company announced the launch of its ground-breaking fitness scan vertical tailored specifically for athletes, teams, and sports federations. Leveraging state-of-the-art AI technology, Predictmedix's fitness scan vertical delivers a comprehensive analysis of an athlete's fitness level, empowering them to optimize their training and elevate their performance. The innovative fitness scan vertical by Predictmedix harnesses advanced machine learning algorithms to provide athletes with precise and personalized insights into their physical capabilities. By evaluating key performance factors such as strength, endurance, flexibility, and cardiovascular health, the platform offers athletes a holistic understanding of their fitness profile. This invaluable information enables athletes to identify areas for improvement and craft customized training programs tailored to their unique needs and aspirations.
Business Development:
On March 6, 2023, the company announced a purchase agreement with Defspace, an India based global platform for defence, space and aerospace for the company's Safe Entry's Fit for Duty screening. Defspace will lease four Safe Entry Stations which will be used by their clients in the defence and aerospace sector to screen their workforce for signs of impairment - an issue that hinders productivity and threatens health and safety across all operations. The total value of the purchase order is approximately $500,000 for the entire term. DefSpace operates an exclusive global platform for Defence, Space and Aerospace. The platform offers secured and authorised connections between buyers and sellers, Investment opportunities, job opportunities and many services that add significant value to companies who are already working in Defence, Space and Aerospace Sector or for those just entering the field.
Merger transaction
During the year ended January 31, 2020, the Company completed the following acquisition:
Effective September 23, 2019, the Company was part of a three-cornered amalgamation among the Company, 2693980 Ontario Inc. (a wholly owned subsidiary) and Cultivar Holdings Ltd. (the "Transaction"). The result of the transaction was that Admiral acquired all the issued and outstanding securities of Cultivar Holdings Ltd. on the basis of one share of Admiral for each share of former Cultivar. All outstanding warrants to purchase former Cultivar shares were exchanged, on an equivalent basis, for warrants to purchase shares of the Company. At completion of the transaction, Admiral changed its name to Cultivar Holdings Inc. and former Cultivar was amalgamated into 2693980 Ontario Inc.
Under IFRS, this was considered a Reverse Merger and Recapitalization (commonly referred to as a Reverse Take Over or "RTO"). The Company issued 6,514,249 shares valued at $0.21 per share, with a total value of $1,367,992 for the acquisition.
The fair value of the acquired assets and liabilities assumed is as follows:
| Assets acquired by the Company: | |||
| Cash | $ | 3,448 | |
| Prepaid expenses | 1,125 | ||
| Liabilities assumed by the Company: | |||
| Accounts payable | (19,127 | ) | |
| Loans payable | (107,526 | ) | |
| Net liabilities assumed | (122,079 | ) | |
| Fair value of shares issued | (1,367,992 | ) | |
| Loss on acquisition | $ | (1,490,071 | ) |
The current directors and officers of the Company are:
Sheldon Kales (Director and Chief Executive Officer),
Dr. Rahul Kushwah (Director and Chief Operating Officer),
Rakesh Malhotra (Chief Financial Officer and Corporate Secretary),
Tom Sipos (Director),
Intangible Assets
a) On July 21, 2020, the Company completed the acquisition of MobileWellbeing ("MWB"), an innovative, feature rich, Telemedicine Remote Patient Monitoring platform that will integrate with the Company's Artificial Intelligence ("AI") driven rapid screening system for infectious diseases, including COVID-19.
The consideration for the purchase was satisfied by payment in cash for $25,000, issuance of 20,000 shares and additional 30,000 shares to be issued on the 90th day of close. Consideration paid in the form of equity instruments is being considered share- based payment within the scope of IFRS 2 Share-based Payment and this asset acquisition is fair valued for a total consideration for $78,000 at the point control was obtained.
The acquisition has contingent considerations and royalty payments on achievement of certain milestones. The Company shall pay royalty of 20 percent of gross sales from the first $2.5 million in sales generated exclusively from the MWB platform. In addition, the Company is obligated to issue an additional 200,000 common shares commencing with the release of the initial version of the MWB platforms to the market and the achievement of sales related milestones.
Contingent consideration in an asset acquisition was discussed at the March 2016 IFRS Interpretations Committee (IFRIC) meeting. An accounting policy choice exists, therefore an entity may recognize a liability for the expected variable payments at the time control of the underlying asset is obtained or they may only recognize such a liability as the related activity that gives rise to the variability occurs. The Company has opted to recognize the liability only when the related activity that gives rise to the variability occurs.
| Consideration | |||
| Cash consideration on closing | $ | 25,000 | |
| Issued shares (50,000 shares issued at $1.06/share) | 53,000 | ||
| $ | 78,000 | ||
| Purchase Price allocation | |||
| Intangible asset- MWB remote patient monitoring platform | $ | 78,000 | |
| $ | 78,000 |
b) The Company's other intangible asset relates to the development of infectious disease symptom screening solution ("IDSS").
The Company has commenced amortization on the intangible assets on a straight-line basis over the useful life estimated to be for 5 years.
The Company's intangible assets are comprised of the following:
| MWB | IDSS | Total | |||||||
| Cost | |||||||||
| Balance at January 31, 2021 | $ | 91,970 | $ | 156,040 | $ | 248,010 | |||
| Additions | 46,591 | 286,778 | 333,369 | ||||||
| Balance at January 31, 2022 | $ | 138,561 | $ | 442,818 | $ | 581,379 | |||
| Additions | - | 49,850 | 49,850 | ||||||
| Balance at January 31, 2023 | $ | 138,561 | $ | 492,668 | $ | 631,229 | |||
| Accumulated amortization: | |||||||||
| Balance as at January 1, 2021 | $ | - | $ | - | $ | - | |||
| Amortization | 18,990 | 43,611 | 62,601 | ||||||
| Balance as at January 31, 2022 | $ | 18,990 | $ | 43,611 | $ | 62,601 | |||
| Amortization | 27,708 | 95,212 | 122,920 | ||||||
| Balance as at January 31, 2023 | $ | 46,698 | $ | 138,823 | $ | 185,521 | |||
| Net Book Value | |||||||||
| Balance, January 31, 2023 | $ | 91,863 | $ | 353,845 | $ | 445,708 | |||
| Balance, January 31, 2022 | $ | 119,571 | $ | 399,207 | $ | 518,778 |
SELECTED FINANCIAL INFORMATION
The following table contains selected financial information of the Company for the years ended January 31, 2022 and 2022.
| Year ended January 31, 2023 $ |
Year ended January 31, 2022 $ |
|
| Revenue | 35,020 | 134,820 |
| Gross profit | 26,620 | 84,820 |
| Total operating expenses | (2,094,377) | (1,966,998) |
| Net loss and comprehensive loss | (2,067,757) | (1,882,178) |
| Loss per common share - basic and diluted | (0.018) | (0.017) |
| Weighted average number of common shares outstanding | 114,168,278 | 107,925,066 |
The chart below presents the summary financial information of the Company:
| As at January 31, 2023 $ |
As at January 31, 2022 $ |
|
| Current assets | 137,480 | 641,624 |
| Non-current assets | 580,255 | 595,033 |
| Total assets | 717,735 | 1,236,657 |
| Current liabilities | 871,124 | 349,672 |
| Total long-term liabilities | - | - |
| Shareholders' equity (deficiency) | (153,389) | 886,985 |
| Cash dividends per common share | - | - |
OVERALL PERFORMANCE AND RESULTS OF OPERATIONS
Revenues
The Company generated revenue of $ 35,020 during the year ended January 31, 2023 (January 31, 2022- $134,820). The revenue comprised of monthly scanning revenue relating to its business focus and development of artificial intelligence ("AI") technologies.
Expenses and Net Loss
Total operating expenses for the year ended January 31, 2023, were $2,094,377 as compared to operating expenses of $1,966,998 for the year from January 31, 2022.
Significant variances
Amortization expense for the year ended January 31, 2023 was $ 159,455 as compared to $79,288 for the prior year. During the prior year, the Company commenced amortization of intangibles on a straight-line basis over the estimated useful life for 5 years. In addition, the Company acquired property and equipment for $94,827 during the year (prior year: $84,755) and the amortization of property and equipment for the current year was $36,535 as compared to $16,688 for the prior year.
Investor relations cost for the current year was $51,936 as compared to $99,307 for the prior year. During the current year the Company reduced this expense due to lower proceeds from private placements.
Non-cash share-based compensation of $350,583 for the year ended January 31, 2023 (prior year $182,996), consists of the fair value (Black- Scholes calculation) of the vesting of options to directors, officers and consultants.
Management fees for the year ended January 31, 2023 consist of fees paid to senior management or to Companies owned by senior management (1) $120,000 (prior period $109,500) paid to the CEO for services, (2) $102,000 (prior period $92,000) paid to the COO for services, (3) $60,010 (prior period $68,345) paid to the CFO for services.
Research and development costs for $82,600 for the year ended January 31, 2023 (prior year $72,885) are costs incurred for ongoing development of Artificial Intelligence powered facial and voice recognition technology to detect impairment. Certain expenses related to research (i.e. design and architecture that are not expected to provide an economic benefit) are expensed rather than recognized as an intangible asset.
Consulting fees costs $351,875 for the year ended January 31, 2023 (prior year $175,746) consists primarily of fees paid to consultants to assist with growth of business.
Payroll and related costs for $115,929 (prior period $165,342) relates to employment of technical staff to assist with the growth of business and reduce its reliance on outside consultants during the year ended January 31, 2023.
Legal fees for the year ended January 31, 2023, was $94,837 as compared to legal fees for $192,615 for the year ended January 31, 2022. The higher legal fee in the prior period relates to the added legal costs to register the Company with the SEC.
Transfer agent and filing fees for $65,576 (prior year $51,244) for the year ended January 31, 2023 consists primarily the costs of filing and compliance for the Company's CSE and OTC listing.
Marketing expenses for $294,056 for the year ended January 31, 2023 (prior year $508,609) consists of expenses incurred to market the public Company and its products. The high costs in the prior period was due to the Company's overall increased business after becoming a public company with additional costs for market making, decks, content creation and website support and maintenance.
No cash dividends have been paid by the Company. The Company has no present intention of paying cash dividends on its common shares as it anticipates that all available funds will be invested to finance existing activities.
Analysis of Fourth Quarter
The loss for the three months ended January 31, 2023 was $924,254 as compared to the loss of $622,287 for the three months ended January 31, 2022.
Significant variances
Noncash share-based compensation was $334,145 for the three months ended January 31, 2023 ($33,178 for the three months ended January 31, 2022), consisting of the fair value (Black- Scholes calculation) of the vesting of options to directors, officers and consultants.
Consulting fees were $97,833 for the three months ended January 31, 2023 ($15,090 for the three months ended January 31, 2022), consisting primarily of fees paid to consultants to assist with growth of business.
Legal fees were $60,464 for the three months ended January 31, 2023 ($37,862 for the three months ended January 31, 2022). The legal costs reflect the cost to compliance as a public company with listing in both Canada and USA..
Transfer agent and filing fees were $12,059 for the three months ended January 31, 2023 ($9,195 for the three months ended January 31, 2022), consisting primarily of filing and compliance costs for the Company's CSE and OTC listing.
Marketing expenses were $86,170 for the three months ended January 31, 2023 ($158,286 for the three months ended January 31, 2022), consists of expenses incurred to market the public Company and its products. The higher costs in the prior period was the additional costs for market making, decks, content creation and website support and maintenance.
Payroll and related costs for $32,796 (prior period $69,219) during the three months ended January 31, 2023, relates to employment of technical staff to assist with the growth of business and reduce its reliance on outside consultants.
The following table summarizes financial information for the three months ended January 31, 2023 and the preceding seven quarters:
| Q4 2023 | Q3 2023 | Q2 2023 | Q1 2023 | Q4 2022 | Q3 2022 | Q2 2022 | Q1 2022 | |||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Revenue | 4,720 | 3,500 | 5,300 | 21,500 | 34,540 | 50,640 | 49,640 | - | ||||||||||||||||
| Net income (loss) | (950,874 | ) | (459,227 | ) | (373,008 | ) | (311,268 | ) | (622,287 | ) | (463,119 | ) | (382,586 | ) | (414,186 | ) | ||||||||
| Income (Loss) per share, basic and fully diluted | (0.008 | ) | (0.004 | ) | (0.003 | ) | (0.003 | ) | (0.006 | ) | (0.004 | ) | (0.004 | ) | (0.004 | ) | ||||||||
| Cash dividends for common shares | - | - | - | - | - | - | - | - |
CRITICAL ACCOUNTING ESTIMATES
Preparing financial statements in conformity with IFRS requires the Company to select from possible alternative accounting principles. Estimates also affect classification and reported amounts for various assets, liabilities, equity balances, revenues and expenses. Prior estimates are revised as new information is obtained and are subject to change in future periods. Management believes the accounting policies and estimates used in preparing the consolidated financial statements are considered appropriate in the circumstances but are subject to numerous judgments and uncertainties inherent in the financial reporting process.
The preparation of these consolidated financial statements requires management to make judgements regarding the going concern of the Company, as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiary has been determined to be the Canadian dollar.
Income taxes - There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities based on the Company's current understanding of tax laws as applied to the Company's circumstances. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
Stock option valuation ‐ Issuances and grants of share options are valued using the fair value method. Management uses the Black-Scholes valuation model to estimate the fair value of options determined at grant date. Grants of options result in non-cash charges to expense and a corresponding credit to share-based payment reserves. Charges associated with granted options are recorded over the vesting period. Significant assumptions affecting valuation of options include the trading value of the Company's shares at the date of grant, the exercise price, the term allowed for exercise, a volatility factor relating to the Company's historical share price, forfeiture rates, dividend yield and the risk-free interest rate.
Useful life of property and equipment - Property and equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience and takes into consideration the anticipated physical life of the asset, potential for technological obsolescence, and regulations.
Useful life of intangible assets - The intangible asset is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience and takes into consideration the anticipated life of the asset, the potential for technological obsolescence, and regulations.
New standards not yet adopted
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarifies the guidance on whether a liability should be classified as either current or non-current. The amendments:
• clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period"
• clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability
• make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.
This amendment is effective for annual periods beginning on or after January 1, 2024. Earlier application is permitted. The extent of the impact of adoption of this amendment has not yet been determined.
Intangible assets
Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is recorded on a straight-line basis over the estimated useful life of the asset acquired, which varies depending on the nature of the intangible asset. Intangible assets are amortized from the date when they are available for use.
The estimated useful life is reviewed at the end of each reporting period with the effect of any changes in estimate being accounted for on a prospective basis. Internally incurred development costs are recognized as intangible assets when the following criteria are met:
a) it is technically feasible to complete the intangible asset so that it will be available for use;
b) management intends to complete the intangible asset and use or sell it;
c) there is an ability to use or sell the intangible asset;
d) it can be demonstrated how the intangible asset will generate probable future economic benefits;
e) adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and
f) the expenditure attributable to the intangible asset during its development can be reliably measured.
Intangible assets may relate to the Company's external development expenditures in relation to intellectual property development. Development expenditures that do not meet these criteria are recognized as an expense as incurred. Intangible assets with definite lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired. These intangible assets will be amortized when they are ready for use. The amortization period and the amortization method are reviewed at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates on a prospective basis.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2023, the Company had cash and cash equivalents of $79,250 and working capital deficit of $733,644. During the year ended January 31, 2023, the Company received $546,800 from financing activities, used $534,175 in operating activities and $144,677 in investing activities.
At January 31, 2022, the Company had cash and cash equivalents of $211,302 and working capital of $291,952. During the year ended January 31, 2022, the Company received $1,681,628 from financing activities, used $1,532,254 in operating activities and $418,123 in investing activities.
During the year ended January 31, 2023, the Company had cash outflows from operating activities of $534,175 (prior year outflows for $1,532,254), which was a result of the net loss of $2,067,757 (prior year $1,882,178), reduced by the non- cash items included in net loss of $677,908 (prior year reduced by $298,534) and reduced by changes in non-cash working capital of $855,674 (prior period reduced by $51,390). The overall reduction in cash outflows from operating activities by $998,079 is attributable to the reduction in spend of $47,371 in investor relations costs, reduction in marketing cost expense of $214,553, reduction in legal costs by $97,778, reduction of sales tax receivable for $185,500 in current year as compared to an increase of $99,530 in prior year and increase in accounts payable for $498,802 in current year as compared to increase for $199,098 in prior year.
The non- cash items included in net loss for the year ended January 31, 2023, includes amortization of intangible assets for $122,920 (prior year $62,601), amortization of property and equipment for $36,535 (prior year $ 16,688), share based compensation of $350,583 (prior year $182,996), shares issued for services for $165,000 (prior year $36,250) and interest accrued for $2,870 (prior year $nil)
The non-cash working capital adjustments for the year ended January 31, 2023, includes outflow as a result of decrease in sales tax receivable for $185,500 (prior year increase of $99,530), inflow as a result of decrease in prepaid expenses for $29,553 (prior year decrease in prepaid expenses for $106,147), inflow as a result of reduction in accounts receivable by $157,039 (prior year increase for $169,545), inflow as a result of increase in accounts payable and accrued liabilities for $498,802 (prior year increase for $199,098) and outflow as a result of decrease in deferred revenue for $15,220 (prior year increase for $15,220).
The Company had outflow from investing activities during the year ended January 31, 2023, for $144,677 (prior year outflow for $418,123). During the current year, the Company purchased property and equipment for $94,827 (prior year $84,755) and invested in intangible assets for $49,850 (prior year $333,369).
The Company had inflow from financing activities during the year ended January 31, 2023, for $546,800 (prior year inflow of $1,681,628). During the year the Company received 495,000 from proceeds of private placement of units (prior year $1,090,085) and incurred $33,200 as issue expenses (prior year $3,770). In addition, during the year the Company received $35,000 being proceeds of a promissory note repayable in four months (prior year: nil) and received $50,000 being subscriptions for shares (prior year: $nil)
The Company has financed its operations from inception to date through the issuance of equity shares.
The Company's administrative and other expenses may exceed available cash resources and additional funding may be required to further its projects and to meet ongoing requirements for general operations. The ability of the Company to continue as a going concern is dependent on raising additional financing, development of its projects and generation of profitable operations.
As such, the Company believes it will require additional funding over the next 12 months.
The Company's objectives when managing its capital structure are to preserve the Company's access to capital markets and its ability to meet its financial obligations.
Based on available funds, the Company manages its capital structure and makes adjustments to it to maintain flexibility while achieving the objectives stated above as well as support future business opportunities.
To manage the capital structure, the Company may adjust its project plans, operating expenditure plans, or issue new common shares. The Company monitors its capital structure using annual forecasted cash flows, expenditure budgets and targets for the year as well as corporate capitalization schedules. This is achieved by the Board of Directors' review and acceptance of expenditure budgets that are achievable within existing resources and the timely matching and release of the next stage of expenditures with the resources made available from private placements or other funding.
The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company is not subject to externally imposed capital requirements or covenants.
Going Concern Uncertainty
For the year ended January 31, 2023, the Company incurred a net loss of $2,067,757 (January 31, 2022 - $1,882,178) and had negative operating cash flows of $534,175 (January 31, 2022 negative operating cash flow for $1,532,254). The Company has an accumulated deficit of $8,082,946 since inception. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon its ability to generate cash flows from operations and to obtain and successfully close additional funding from equity financing, debt financing or through other arrangements. While the Company has been successful in arranging financing in the past, there can be no assurance the debt financing or any equity offering will be successful. These conditions indicate the existence of a material uncertainty that may cast significant doubt regarding the Company's ability to continue as a going concern.
While the Company has been successful in obtaining financing to date, there can be no assurance that it will be able to do so in the future on terms favorable for the Company. The Company may need to raise additional capital to fund operations. This need may be adversely impacted by uncertain market conditions, approval by regulatory bodies, and adverse results from operations.
OUTSTANDING SHARE DATA
At January 31, 2023, the Company had 122,051,292 common shares outstanding. As of date of the MD&A, the Company has 135,136,292 common shares outstanding.
At January 31, 2023, the Company had 10,330,000 outstanding stock options and 8,064,569 outstanding warrants.
a) Common shares
The holders of common shares are entitled to receive dividends when declared and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.
b) Share issuances
During the year ended January 31, 2023
- On August 22, 2022, the Company closed the first tranche of a private placement of 8,300,000 units at $0.05 per unit for a consideration of $415,000. Each unit is comprised of one common share and one-half common share purchase warrant, with each whole warrant exercisable into a common share of the Company at an exercise price of $0.10 per share for a period of 24 months. The Black-Scholes option pricing model was used to determine the fair value of the warrants using the following weight average assumptions: Expected dividend yield of 0%; risk free interest rate of 1.5%; expected volatility of 133%; expected life of 2 years. The relative fair value of the 4,150,000 warrants has been valued at $88,381 and common shares at $326,619. In connection with this private placement, the Company incurred $33,200 in share issuance costs.
- On August 22, 2022, 1,200,000 shares were fair valued at $72,000 and issued for services.
- On September 30, 2022, 200,000 shares were fair valued at $12,000 and issued for services.
- On October 24, 2022, 300,000 shares were fair valued at $15,000 and issued for services.
- On October 31, 2022, 200,000 shares were fair valued at $9,000 and issued for services.
- On November 1, 2022, the Company closed the final tranche of a private placement of 1,600,000 units at $0.05 per unit for a consideration of $80,000. Each unit is comprised of one common share and one-half common share purchase warrant, with each whole warrant exercisable into a common share of the Company at an exercise price of $0.10 per share for a period of 24 months. The Black-Scholes option pricing model was used to determine the fair value of the warrants using the following weight average assumptions: Expected dividend yield of 0%; risk free interest rate of 1.5%; expected volatility of 133%; expected life of 2 years. The relative fair value of the 800,000 warrants has been valued at $11,208 and common shares at $68,792.
- On November 7, 2022, 1,000,000 shares were fair valued at $50,000 and issued for services.
- On November 30, 2022, 200,000 shares were fair valued at $7,000 and issued for services.
During the year the Company received $50,000 being subscription for 1,000,000 units (the "Units") at a price of $0.05 per unit.
During the year ended January 31, 2022
- On March 5, 2021, the Company closed a private placement of 3,114,569 units at $0.35 per unit for a consideration of $1,090,085. Each unit is comprised of one common share and one common share purchase warrant, with each warrant exercisable into a common share of the Company at an exercise price of $0.50 per share for a period of 24 months. The Black-Scholes option pricing model was used to determine the fair value of the warrants using the following weight average assumptions: Expected dividend yield of 0%; risk free interest rate of 0.29%; expected volatility of 131%; expected life of 2 years. The relative fair value of the warrants has been valued at $394,681 and common shares at $695,404. In connection with this private placement, the Company incurred $3,770 in share issuance costs.
- 3,968,750 shares were issued upon exercise of 3,968,750 options at a price of $0.15 per share for total gross proceeds of $595,313. An amount of $361,284 was reclassed from share-based payment reserve to share capital.
- 250,000 shares were fair valued at $36,250 and issued for services.
As at January 31, 2023, the Company had the following warrants outstanding:
|
Outstanding |
Exercise Price |
Remaining Life (Years) |
Expiry Date |
|
3,114,569 |
$0.50 |
0.09 |
March 5, 2023 |
|
4,150,000 |
$0.10 |
1.56 |
August 22, 2024 |
|
800,000 |
$0.10 |
1.75 |
November 1, 2024 |
|
8,064,569 |
$0.25 |
1.01 |
|
(c) Stock Options
The Company has established a stock option plan whereby officers, directors, employees and service providers may be granted options to purchase common shares at a fixed price. Vesting and expiry provisions are determined at the date of grant. The plan provides for the issuance of stock options to acquire up to 10% of the Company's issued and outstanding capital. The plan is a rolling plan as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company's issued and outstanding share capital increases.
Year ended January 31, 2023
(a) The Company expensed $1,834 relating to the vesting of options issued on March 23, 2021, resulting in unvested stock- based compensation expense of $nil as of January 31, 2023.
(b) The Company expensed $6,778 relating to the vesting of options issued on June 9, 2021, resulting in unvested stock- based compensation expense of $nil as of January 31, 2023.
(c) The Company expensed $7,826 relating to the vesting of options issued on July 30, 2021, resulting in unvested stock- based compensation expense of $nil as of January 31, 2023.
(d) On January 13, 2023, the Company granted options to its directors, officers and consultants to purchase up to 10,000,000 common shares. These options were issued at an exercise price of $0.05 per share and vest immediately. These options have a term of four (4) years expiring on January 13, 2027. The Company expensed $334,145 related to the vesting of the options. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:
| Risk free rate | 4.00% | ||
| Expected dividends | 0% | ||
| Expected forfeiture rate | 0% | ||
| Expected volatility | 141% | ||
| Expected life | 4 years | ||
| Unvested stock-based compensation expense as of January 31, 2023 | $ | - |
As of January 31, 2023, there was $nil of unvested stock-based compensation expense.
Year ended January 31, 2022
(a) The Company expensed $34,246 relating to the vesting of options issued on July 17, 2020, resulting in unvested stock- based compensation expense of $nil as of January 31, 2022.
(b) The Company expensed $18,958 relating to the vesting of options issued on September 21, 2020, resulting in unvested stock- based compensation expense of $nil as of January 31, 2022.
(c) On March 23, 2021, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.36 per share and vest equally over the next 3, 6, 9 and 12 months. These options have a term of one (1) year expiring on March 23, 2022. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:
| Risk free rate | 0.26% | ||
| Expected dividends | 0% | ||
| Expected forfeiture rate | 0% | ||
| Expected volatility | 134.3% | ||
| Expected life | 1 year | ||
| Unvested stock-based compensation expense as of January 31, 2022 | $ | 1,834 |
During the year ended January 31, 2022, the Company expensed $50,675 relating to the vesting of options, resulting in unvested stock- based compensation expense of $1,834 as of January 31, 2022.
(d) On June 9, 2021, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.345 per share and vest equally over the next 3, 6, 9 and 12 months. These options have a term of 18 months expiring on December 9, 2022. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:
| Risk free rate | 0.32% | ||
| Expected dividends | 0% | ||
| Expected forfeiture rate | 0% | ||
| Expected volatility | 146.38% | ||
| Expected life | 1.5 years | ||
| Unvested stock-based compensation expense as of January 31, 2022 | $ | 6,778 |
During the year ended January 31, 2022, the Company expensed $48,672 relating to the vesting of options, resulting in unvested stock- based compensation expense of $6,778 as of January 31, 2022.
(e) On July 30, 2021, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.25 per share and vest equally over the next 3, 6, 9 and 12 months. These options have a term of 18 months expiring on January 30, 2023. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:
| Risk free rate | 0.38% | ||
| Expected dividends | 0% | ||
| Expected forfeiture rate | 0% | ||
| Expected volatility | 131.33% | ||
| Expected life | 1.5 years | ||
| Unvested stock-based compensation expense as of January 31, 2022 | $ | 7,826 |
During the year ended January 31, 2022, the Company expensed $30,445 relating to the vesting of options, resulting in unvested stock- based compensation expense of $7,826 as of January 31, 2022.
As of January 31, 2022, there was a total of $16,438 of unvested stock-based compensation expense.
Continuity of the Company's options is as follows:
| Number of Options |
Weighted Average Exercise Price |
|||||
| Outstanding, January 31, 2021 | 9,095,000 | $ | 0.18 | |||
| Granted | 750,000 | $ | 0.32 | |||
| Expired | (4,776,250 | ) | $ | 0.17 | ||
| Exercised | (3,968,750 | ) | $ | 0.15 | ||
| Outstanding, January 31, 2022 | 1,100,000 | $ | 0.42 | |||
| Granted | 10,000,000 | $ | 0.05 | |||
| Expired | (70,000 | ) | $ | 0.54 | ||
| Expired | (200,000 | ) | $ | 0.54 | ||
| Expired | (250,000 | ) | $ | 0.36 | ||
| Expired | (250,000 | ) | $ | 0.35 | ||
| Outstanding January 31, 2023 | 10,330,000 | $ | 0.06 |
As at January 31, 2023, the Company had the following share purchase options outstanding and exercisable:
|
Number of options |
Exercisable |
Exercise Price |
Remaining Life |
Expiry Date |
|
80,000 |
80,000 |
$1.02 |
2.46 |
July 17, 2025 |
|
250,000 |
250,000 |
$0.25 |
0.50 |
July 30, 2023 |
|
10,000,000 |
10,000,000 |
$0.05 |
3.95 |
January 13, 2027 |
|
10,330,000 |
10,330,000 |
$0.06 |
3.86 |
|
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial assets and liabilities are carried at amortized cost and belong to Level 2 of the fair value hierarchy. During the year ended January 31, 2023 there were no transfers between the level of fair value hierarchy. The carrying amounts of these financial instruments are approximately estimate their fair values due to their short-term nature.
Financial risk management and objectives
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate risk and foreign currency risk).
The Company thoroughly examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. Where material, these risks are reviewed and monitored by the Board of Directors.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk as during the year ended January 31, 2023, one customer represented 95% of the total revenue and represented 86% of the total accounts receivable. (January 31, 2022: one customer represented 100% of total revenue and 100% of total receivable)
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flows primarily from its financing activities.
The Company manages its liquidity needs by carefully monitoring scheduled costs. Liquidity is measured in various time bands, on day to day and week-to-week basis, as well as on long term liquidity needs over 180 day to 360 day look out periods. Funding for long-term liquidity needs is based on the ability of the Company to successfully complete private placements.
The carrying amount of the company's financial liabilities approximates their contractual undiscounted cash flows as of January 31, 2023 and January 31, 2022.
As at January 31, 2023, the Company had cash and cash equivalents of $79,250 to settle current liabilities of $871,124 (as at January 31, 2022: cash and cash equivalents of $211,302 to settle current liabilities of $349,672.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.
(b) Price risk
The Company is not exposed to significant price risk as it does not possess investments in publicly traded securities.
(c) Currency risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument denominated in a foreign currency will fluctuate because of changes in foreign exchange rates. The Company is not exposed to any significant currency risk.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement.
TRANSACTIONS WITH RELATED PARTIES
Related parties include key management personnel, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Key management of the Company are members of the Board of Directors, the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and the Chief Operating Officer ("COO").
Transactions with key management personnel not disclosed elsewhere in the financial statements include the following:
| Year ended January 31, 2023 |
Year ended January 31, 2022 |
|||||
| Management fees to the CEO | $ | 120,000 | $ | 109,500 | ||
| Management fees to the COO | 102,000 | 92,000 | ||||
| Management fees to the CFO | 60,010 | 68,345 | ||||
| Total Management fees | $ | 282,010 | $ | 269,845 | ||
| Vehicle expense to the CEO | 18,000 | 18,000 | ||||
| Vehicle expenses to the COO | 18,000 | 18,000 | ||||
| Rent to the CEO included in rent expense | 24,000 | 28,500 | ||||
| $ | 342,010 | $ | 334,345 |
During the year ended January 31, 2023, the Company paid $149,000 (January 31, 2022: $127,000) being marketing and other expenses to companies controlled by the close family member of the CEO.
As of January 31, 2023, there was $197,108 due to related parties (January 31, 2022- $nil). During the year ended January 31, 2023, there was $12,995 advanced to the CEO to meet Company expenses (2022: $12,995) and included in prepaid expenses.
Notes:
a) The management fees paid to the CEO, COO and CFO as detailed above are routine and regular compensation for services provided on an ongoing basis to the Company.
b) Marketing fees paid to Companies controlled by close family members of the CEO, relates to services for marketing, website development/support/maintenance as well as content creation services. In addition, services include providing operational and project management services.
BOARD PURPOSE AND FUNCTION
The directors and management of the parent company have experience operating in Canada and the United States and taking projects through to various stages of development. The Board's purpose is to ensure corporate governance, risk, strategy and shareholder interests are priorities at all times.
COMMITMENTS AND CONTINGENCIES
Effective July 1, 2022, the Company signed a two-year contract with a corporation owned and controlled by the CEO to pay monthly compensation of $10,000 for CEO services. In addition, the Company is obligated to pay monthly rent for $2,000 and an additional $1,500 for the use of a personal vehicle.
Effective July 1, 2022, the Company signed a two-year contract with a corporation owned and controlled by the COO to pay monthly compensation of $8,500 for COO services. In addition, the Company is obligated to pay an additional $1,500 for the use of a personal vehicle.
CONTROL AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer are responsible for designing internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with IFRS.
Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could burden the Company's financial resources, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and workload will enable the action. The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the CFO of the financial accounting and reporting.
(a) The Company being a venture issuer, is not required to certify the design and evaluation of the Company's Disclosure Control and Procedures ("DC&P") and Internal Control Over Financial Reporting ("ICFR") and has not completed such an evaluation; and
(b) inherent limitations on the ability of the certifying officers to design and implement on a cost effective basis DC&P and ICFR for the issuer may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
RISKS AND UNCERTAINTIES
The Company is subject to a number of risks and uncertainties due to the nature of its business and the present stage of development of its business. Current and potential investors should give special consideration to the risk factors involved, should the Company continue in the cannabis business.
Management
Dependence on Key Personnel, Contractors and Service Providers, shareholders of our Company rely on the good faith, experience and judgment of the Company's management and advisors in supervising and providing for the effective management of the business and the operations of the Company and in selecting and developing new investment and expansion opportunities. The Company may need to recruit additional qualified contractors and service providers to supplement existing management. The Company will be dependent on a relatively small number of key persons, the loss of any one of whom could have an adverse effect on the Company.
Value of Our Common Shares
The value of the Company's common shares could be subject to significant fluctuations in response to variations in and annual operating results, the success of the Company's business strategy, competition or other applicable regulations which may affect the business of the Company and other factors.
Additional Funding and Financing Risk
Additional funds will be required for future development. The source of future funds available to the Company is through the sale of additional equity capital or borrowing of funds. There is no assurance that such funding will be available to the Company. Furthermore, even if such financing is successfully completed, there can be no assurance that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives, which may adversely affect the Company's business and financial position. In addition, any future equity financings by the Company may result in substantial dilution for existing shareholders.
Uninsured Hazards
The Company currently carries no insurance coverage. The potential costs that could be associated with any liabilities not covered by insurance or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the Company's financial position.
Conflicts of Interest
Certain Directors and Officers of the Company also serve as Directors and officers of other companies involved in development and production. Consequently, there exists the possibility that such Directors or Officers may be in a position of conflict of interest. Any decision made by such Directors or Officers involving the Company are made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such Directors will declare and refrain from voting on, any matter in which such Directors may have a material conflict of interest.
General Venture Company Risks
The common shares must be considered highly speculative due to the nature of the Company's business, the early stage of its deployment, its current financial position and ongoing requirements for capital. An investment in the common shares should only be considered by those persons who can afford a total loss of investment and is not suited to those investors who may need to dispose of their investment in a timely fashion. Investors should consult with their own professional advisors to assess the legal, financial and other aspects of an investment in common shares.
Uncertainty of Revenue Growth
There can be no assurance that the Company can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company has achieved or may achieve may not be indicative of future operating results. In addition, the Company may increase further its operating expenses in order to fund increase its sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company's business, operating results and financial condition will be materially adversely affected.
Marketing and Distribution Capabilities
In order to commercialize its technology, the Company must either acquire or develop an internal marketing and sales force with technical expertise and with supporting distribution capabilities or arrange for third parties to perform these services. In order to market certain of its products, the Company must either acquire or develop a sales and distribution infrastructure. In order to maximize sales of other products, the Company may determine that it needs to either acquire or develop a sales and distribution infrastructure. The acquisition or development of a sales and distribution infrastructure would require substantial resources, which may divert the attention of its management and key personnel and defer its product development and deployment efforts. To the extent that the Company enters into marketing and sales arrangements with other companies, its revenues will depend on the efforts of others. These efforts may not be successful. If the Company fails to develop substantial sales, marketing and distribution channels, or to enter into arrangements with third parties for those purposes, it will experience delays in product sales and incur increased costs.
Rapid Technological Development
The markets for the Company's products and services are characterized by rapidly changing technology and evolving industry standards, which could result in product obsolescence or short product life cycles. Accordingly, the Company's success is dependent upon its ability to anticipate technological changes in the industries it serves and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that the Company will successfully develop new products or enhance and improve its existing products or that any new products and enhanced and improved existing products will achieve market acceptance. Further, there can be no assurance that competitors will not market products that have perceived advantages over the Company's products or which render the products currently sold by the Company obsolete or less marketable. Regardless of the Industry as a whole, the less lethal sector moves somewhat slower in the adaptation and integration of new products.
The Company must commit significant resources to developing new products before knowing whether its investments will result in products the market will accept. To remain competitive, the Company may be required to invest significantly greater resources then currently anticipated in research and development and product enhancement efforts and result in increased operating expenses.
Competition
The Company's industry is competitive and composed of many foreign companies. The Company expects to experience competition from competitors whom it expects to continue to improve their products and technologies. Competitors may announce and introduce new products, services or enhancements that better meet the needs of end-users or changing industry standards, or achieve greater market acceptance due to pricing, sales channels or other factors. Competitors may be able to respond more quickly than the Company to changes in end-user requirements and devote greater resources to the enhancement, promotion and sale of their products.
Intellectual Property
The Company's ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its technology and manufacturing processes. Although the Company considers certain of its product designs as well as manufacturing processes involving certain of its products to be proprietary, patents or copyrights do not protect all design and manufacturing processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that such procedures will afford complete protection of such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technology.
To protect the Company's intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business.
STRATEGY AND OUTLOOK
Our objective is to maximize the value of the Company for our shareholders and our strategy to obtain this result is to continually seek opportunities to participate in new ventures primarily in AI.