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Consolidated Financial Statements
(Expressed in Canadian dollars)
LINGO MEDIA INC.
December 31, 2004 and 2003
LINGO MEDIA INC.
December 31, 2004 and 2003
(Expressed in Canadian dollars)
CONTENTS
Auditor’s Report
Consolidated Balance Sheets
Consolidated Statements of Deficit
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
AUDITORS' REPORT
To the Directors of
Lingo Media Inc.
We have audited the consolidated
balance sheets of Lingo Media Inc. as at December 31, 2004 and 2003, and the
consolidated statements of operations, deficit, and cash flows for the years
then ended. These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We conducted our audits
in accordance with the Canadian generally accepted auditing standards and with
the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated financial
statement presentation.
In our opinion, these
consolidated financial statements present fairly, in all material respects, the
financial position of the Company as at December 31, 2004 and 2003, and the
results of operations and its cash flows for the years then ended in accordance
with Canadian generally accepted accounting principles.
Toronto, Ontario
“Mintz & Partners LLP”
April 26, 2005
CHARTERED
ACCOUNTANTS
Lingo Media Inc.
Consolidated Balance Sheets
(Expressed in Canadian dollars)
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As at December 31 |
2004 |
2003 |
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Assets |
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Current assets: |
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Cash |
$
29,791 |
$
232,502 |
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Accounts and grants receivable (note 2) |
562,558 |
528,092 |
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Inventory |
23,291 |
29,109 |
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Prepaid and sundry assets (note 3) |
133,833 |
33,982 |
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749,473 |
823,685 |
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Property and equipment, net (note 4) |
54,491 |
41,848 |
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Development costs, net (note 5) |
489,325 |
706,672 |
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Acquired publishing content, (note 6) |
123,673 |
194,343 |
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Software development costs, net (note 7) |
- |
34,046 |
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$
1,416,962 |
$
1,797,594 |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Accounts payable |
$
252,726 |
$ 145,197 |
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Accrued liabilities |
58,000 |
32,048 |
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Bank loan (note 8) |
90,000 |
- |
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Loan payable to related party (note 9) |
77,762 |
- |
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478,488 |
177,245 |
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Shareholders’ equity: |
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Capital stock (note 10(a)) |
3,367,119 |
3,294,275 |
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Contributed surplus (note 10(b)) |
74,100 |
24,600 |
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Deficit |
(2,502,745) |
(1,698,526) |
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938,474 |
1,620,349 |
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Commitments (note 18) |
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$
1,416,962 |
$
1,797,594 |
See accompanying notes to consolidated
financial statements.
Approved on behalf of the Board:
“Richard Boxer”
_______________________________ Director
“Khurram Qureshi”
_______________________________ Director
LINGO MEDIA INC.
Consolidated Statements of Deficit
(Expressed in Canadian dollars)
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For the years ended December 31 |
2004 |
2003 |
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Deficit, beginning of year, as reported |
$
(1,698,526) |
$
(1,441,444) |
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Effect of change in accounting policy (note 1(b)) |
(8,842) |
- |
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Deficit, beginning of year, as restated |
(1,707,368) |
(1,441,444) |
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Net loss for the year |
(795,377) |
(257,082) |
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Deficit, end of year |
$
(2,502,745) |
$
(1,698,526) |
See accompanying notes to consolidated
financial statements.
LINGO MEDIA INC.
Consolidated Statements of Operations
(Expressed in Canadian dollars)
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For the years ended December 31 |
2004 |
2003 |
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Revenue (note 16 & 17) |
$
589,654 |
$
1,017,817 |
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Direct costs |
94,990 |
171,471 |
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Margin |
494,664 |
846,346 |
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Expenses: |
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General and administrative |
651,232 |
607,583 |
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Amortization |
488,776 |
256,832 |
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Interest and other financial expenses |
19,931 |
70,054 |
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Stock-based compensation |
52,176 |
25,708 |
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1,212,115 |
960,177 |
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Loss before income taxes and other taxes |
(717,451) |
(113,831) |
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Income taxes and other taxes (note 11) |
77,926 |
143,251 |
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Net loss for the year |
(795,377) |
(257,082) |
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Loss per share (note 10 (f)) |
$
(0.04) |
$
(0.01) |
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Weighted average number of common shares outstanding
(note 10(f)) |
22,626,746 |
18,727,636 |
See accompanying notes to consolidated
financial statements.
LINGO MEDIA INC.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
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For the years ended December 31 |
2004 |
2003 |
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Cash flows provided by (used in): |
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Operations: |
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Net loss for the year |
$
(795,377) |
$
(257,082) |
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Items not affecting cash: |
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Amortization of property and equipment |
9,078 |
9,414 |
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Amortization of development costs |
377,903 |
135,353 |
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Amortization of acquired publishing content |
70,670 |
70,670 |
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Amortization of software development costs |
31,046 |
41,395 |
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Stock-based compensation |
52,176 |
25,708 |
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Change in non-cash balances related to operations: |
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Accounts and grants receivable |
(34,466) |
73,287 |
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Inventory |
5,818 |
5,134 |
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Prepaid and sundry assets |
(99,849) |
8,012 |
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Accounts payable |
107,529 |
(21,625) |
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Accrued liabilities |
25,952 |
1,674 |
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Cash (used in) provided by operating activities |
(249,520) |
91,940 |
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Financing: |
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Increase in bank loan |
90,000 |
- |
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Increase in loan payable to related party |
290,000 |
100,000 |
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Repayment of loan payable to related party |
(212,238) |
(206,274) |
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Issuance of capital stock |
93,517 |
333,114 |
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Share issue costs |
(32,191) |
(45,629) |
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Cash provided by financing activities |
229,088 |
181,211 |
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Investing: |
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Purchase of property and equipment |
(21,725) |
(6,135) |
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Development costs |
(160,554) |
(114,385) |
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Cash (used in) investing activities |
(182,279) |
(120,520) |
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(Decrease) increase in cash |
(202,711) |
152,631 |
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Cash, beginning of year |
232,502 |
79,871 |
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Cash, end of year |
$ 29,791 |
$
232,502 |
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Supplemental cash flow information: |
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Income taxes paid |
$
41,189 |
$
142,462 |
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Interest paid |
$
11,368 |
$
15,219 |
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Non cash transaction: |
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(i) Included in the capital stock is $11,518 (2003 -
$5,900) representing the fair value of stock options exercised (note 10(c)). |
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See accompanying notes to consolidated
financial statements.
LINGO MEDIA INC.
Notes to Consolidated Financial Statements
(Expressed in Canadian dollars)
December 31, 2004 and 2003
______________________________________
Lingo Media Inc. (the
"Company") develops, publishes, distributes and licenses book,
audio/video cassette, CD-based product and supplemental product for English
language learning for the educational school and retail bookstore market in
China and for the educational school market in Canada.
1.
Significant accounting
policies:
(a)
Basis of presentation:
These consolidated
financial statements have been prepared in accordance with Canadian generally
accepted accounting principles applicable to a going concern, on the basis that
the company will continue to generate sufficient capital to fund its
operations. Significant differences between Canadian generally accepted
accounting principles and United States generally accepted accounting
principles, as they relate to these consolidated financial statements, are
explained in note 19.
These consolidated
financial statements include the accounts of the Company and its subsidiaries,
Lingo Media Ltd., Lingo Media International Inc. and Lingo Group Limited
(formerly ”EnglishLingo, Inc.”) All significant inter-company
transactions and balances have been eliminated.
(b)
Change in accounting
policy
Effective January 1,
2004, the CICA handbook, Section 3870, "Stock-Based Compensation and Other
Stock-Based Payments" was amended to require expense treatment of all
stock-based compensation and payments for options granted beginning on or after
January 1, 2002. As permitted by this standard, this change in accounting
policy has been applied retroactively without restatement of the prior years'
financial statements. In 2004, this change resulted in an increase of $8,842 to
the opening deficit as at January 1, 2004 and an increase of $8,842 to
contributed surplus. As a result of the change in accounting policy the
previously recognized deferred stock-based compensation of $3,500 and $50,000
in 2003 and 2002 respectively has been reversed resulting in a decrease in share
capital of $53,500 in 2003.
(c)
Revenue recognition:
Royalty revenue from
finished products is recognized based on confirmation of finished products
produced by its licensees and royalty revenue from audiovisual product is
recognized based on the confirmation of sales by its licensees, and when
collectibility is reasonably assured. Royalty revenues are not subject to
right of return or product warranties. Amounts received in advance of the
confirmation are treated as customer deposits. Revenue from the sale of
published and supplemental products is recognized upon delivery and when the
risk of ownership is transferred and collectibility is reasonably assured.
(d)
Accounts






