Appreciated Media Holdings Inc. (“
Appreciated” or
the “
Company”) (TSXV: AMH) (OTCQB: AMEFF) is
pleased to announce that the Company has filed its financial
statements and management’s discussion and analysis
(“
MD&A”) for the year ended June 30, 2020 (the
“
Annual Financial Statements”) and for the interim
periods ended September 30, 2020 and December 31, 2020 (the
“
Interim Financial Statements”).
Further, in connection with the preparation of
the Annual Financial Statements, the Company determined that there
was an error in the annual financial statements for the year ended
June 30, 2019 statements (the “2019 Financials
Statements”) whereby a secured loan and an unsecured loan
receivable in respect of “10 Double Zero” should have been
recorded. The error resulted in an understatement of liabilities of
$354,974, assets of $336,500 and net comprehensive loss of
$18,474.
The error has been corrected by restating each
of the affected financial statement line items for the prior
periods in the Annual Financial Statements as follows:
Consolidated Statement of Financial Position
(extract)
|
June 30,2019 |
|
Increase /(Decrease) |
|
June 30, 2019(restated) |
|
Cash |
$ |
141,303 |
|
$ |
- |
|
$ |
141,303 |
|
Accounts receivable and other receivables |
|
1,366,802 |
|
|
- |
|
|
1,366,802 |
|
Prepaid expenses |
|
- |
|
|
- |
|
|
- |
|
Loans receivable |
|
449,452 |
|
|
336,500 |
|
|
785,952 |
|
Movie rights inventory |
|
269,501 |
|
|
- |
|
|
269,501 |
|
AVOD rights |
|
1 |
|
|
- |
|
|
1 |
|
Movie production royalty asset |
|
1 |
|
|
- |
|
|
1 |
|
Total assets |
$ |
2,227,060 |
|
$ |
336,500 |
|
$ |
2,563,560 |
|
|
|
|
|
Trade payables and accrued liabilities |
$ |
1,518,377 |
|
|
$ |
1,518,377 |
|
Short term loans |
|
1,251,943 |
|
|
354,975 |
|
|
1,606,91 |
|
Due to related party |
|
24,794 |
|
|
- |
|
|
24,794 |
|
Total liabilities |
$ |
2,795,113 |
|
$ |
18,474 |
|
|
3,150,088 |
|
|
|
|
|
Share capital |
|
14,145,811 |
|
|
- |
|
|
14,145,811 |
|
Contributed surplus |
|
529,350 |
|
|
- |
|
|
529,350 |
|
Accumulated deficit |
|
(15,243,214) |
|
|
(18,475) |
|
|
(15,261,689) |
|
Total shareholders’ equity |
|
(568,053) |
|
$ |
(18,475) |
|
|
(586,528) |
|
Consolidated Statement of Loss and Comprehensive
Loss (extract)
|
June 30,2019 |
|
Increase /(Decrease) |
|
June 30, 2019(restated) |
|
Financing costs |
$ |
- |
|
$ |
28,408 |
|
$ |
28,408 |
|
Foreign exchange |
$ |
(15,433) |
|
$ |
(9,933) |
|
$ |
(5,410) |
|
|
|
|
|
Net loss and comprehensive loss |
$ |
(12,742,753) |
|
|
(18,475) |
|
$ |
(12,761,228) |
|
Loss per share |
$ |
(0.42) |
|
$ |
- |
|
$ |
(0.42) |
|
In addition, during the year June 30, 2020, the
Company completed an internal restructuring pursuant to which a
number of assets together with their associated liabilities have
been transferred to certain third parties, including:
- During
the year ended June 30, 2020, the Company assigned accounts
receivable of $1,308,700 and corresponding accounts payable
$1,308,700 to a company controlled by a former director of
Appreciated.
- During
the year ended June 30, 2020, the Company assigned a loan
receivable of $449,452 (US$340,000) and corresponding liability of
$449,452 to a Company controlled by the former CEO of
Appreciated.
- During
the year ended June 30, 2020, the Company assigned a loan
receivable of $554,540 (USD425,000) and corresponding liability of
$554,540 to a Company controlled by the former CEO of
Appreciated.
- During
the year ended June 30, 2020, the Company assigned a loan
receivable of $474,552 and corresponding liability of $474,552 to a
Company controlled by the former CEO of Appreciated.
- During
the year ended June 30, 2020, the Company assigned a loan
receivable of $76,404 and corresponding liability of $76,404 to a
Company controlled by the former CEO of Appreciated.
The foregoing transactions, have been conducted
as part of a restructuring designed to simplify the Company’s
balance sheet by removing assets that were offset entirely by
associated liabilities. Further, as a result of the reorganization,
the Company has been able to avoid the need to proceed with an
insolvency proceeding as a result of the Company’s inability to pay
its creditors as they have come due; in part, as a result of
Appreciated’s failure to achieve revenue during the last two (2)
years of operations. Managements is currently reviewing options
with respect to the Company with the intention of identifying
opportunities for rebuilding the value of the Company.
Further, as previously announced by the Company,
since the end of the financial year ended June 30, 2020:
- The
Company has entered a number of forbearance agreements with its
lender, Amcomri GP BVI Limited (“Amcomri”) in
relation to missed deadlines for repayment of the Company’s debt to
its lender. On November 27, 2020, the Company entered into a
forbearance agreement with Amcomri pursuant to which Amcomri agreed
to forbear on the enforcement of its rights against the Company
until January 5, 2021 and to provide $100,000 of bridge financing
to the Company.
- On
December 9, 2020, the former CEO resigned as a director of the
Company. In connection with the departure, the Company agreed to
return assets to the former CEO’s holding company that were
acquired by the Company in May 2020. Moreover, the former CEO
agreed to (i) surrender for cancellation 425,000 common shares of
the Company and 200,000 stock options, (ii) forgive and release
approximately $1,000,000 owed by the Company to the former CEO, and
(iii) assist and guarantee the repayment of $150,000 owing by the
Company to its principal creditor, Amcomri.
- On
December 21, 2020, the Company has entered into a further bridge
financing arrangement (the “Facility”) with
Amcomri. Pursuant to the Facility, Amcomri has made an additional
$470,000 available to the Company to be used to repay certain debts
of the Company. All amounts advanced under the Facility will bear
interest at a rate of eight percent (8%) per annum, payable upon
demand.
For further information regarding each of the
foregoing matters, please see the Company’s press releases, the
Annual Financial Statements, Interim Financial Statements and
associated MD&A all of which are available under the Company’s
profile on SEDAR at www.sedar.com.
Appreciated is now up to date with its
continuous disclosure obligations under National Instrument 51-102
- Continuous Disclosure Obligations. As a result, the Company has
applied to the British Columbia Securities Commission (the
"BCSC") for the revocation of the cease trade
order issued against the Company by the BCSC on November 5, 2020 as
a result of the Company’s failure to file the Company’s annual
financial statements, MD&A and associated officer certificates
for the year ended June 30, 2020, in accordance with the timelines
set forth in National Instrument 51-102 - Continuous Disclosure
Obligations.
About Appreciated
Appreciated is a worldwide film and television
media production-packaging company whose core business is producing
independent films and television movies for global
business-to-business distribution. Appreciated is based in
Vancouver, British Columbia.
Additional Information
For further information regarding Appreciated,
please refer to the Annual Financial Statements, the Interim
Financial Statements and the associated MD&A all of which are
available under Appreciated’s SEDAR profile on SEDAR at
www.sedar.com.
For more information, please contact:
Larry Howard, DirectorEmail:
larry.howard@amcomri.comPhone: +353-87-686-8255
Cautionary Note Regarding
Forward-Looking Information
This press release contains statements which
constitute “forward-looking statements” and “forward-looking
information” within the meaning of applicable securities laws
(collectively, “forward-looking statements”), including statements
regarding the plans, intentions, beliefs and current expectations
of Appreciated with respect to future business activities and
operating performance. Forward-looking statements are often
identified by the words “may”, “would”, “could”, “should”, “will”,
“intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or
similar expressions and includes information regarding the
application for the revocation of the BCSC cease trade order.
Investors are cautioned that forward-looking
statements are not based on historical facts but instead reflect
Appreciated’s management’s expectations, estimates or projections
concerning future results or events based on the opinions,
assumptions and estimates of management considered reasonable at
the date the statements are made. Although Appreciated believes
that the expectations reflected in such forward-looking statements
are reasonable, such statements involve risks and uncertainties,
and undue reliance should not be placed thereon, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of the resulting issuer. Among
the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements
are the following: the ability to obtain the revocation of the
cease trade order in a timely fashion. These forward-looking
statements may be affected by risks and uncertainties in the
business of Appreciated and general market conditions, including
COVID-19.
Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although Appreciated
has attempted to identify important risks, uncertainties and
factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended and such changes could be material.
Appreciated does not intend, and do not assume any obligation, to
update the forward-looking statements except as otherwise required
by applicable law.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
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