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LINGO MEDIA INC

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Title: Consolidated Financial Statements
Date: 7/19/2005

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UNITED STATES

 

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)

 

As at December 31

2004

2003

 

 

 

Assets

 

 

Current assets:

 

 

Cash

$             29,791 

$          232,502 

Accounts and grants receivable (note 2)

562,558 

528,092 

Inventory

23,291 

29,109 

Prepaid and sundry assets (note 3)

133,833 

33,982 

 

749,473 

823,685 

 

 

 

Property and equipment, net (note 4)

54,491 

41,848 

Development costs, net (note 5)

489,325 

706,672 

Acquired publishing content, (note 6)

123,673 

194,343 

Software development costs, net (note 7)

34,046 

 

 

 

 

$        1,416,962 

$        1,797,594 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

Accounts payable

$           252,726 

$          145,197 

Accrued liabilities

58,000 

32,048 

Bank loan (note 8)

90,000 

Loan payable to related party (note 9)

77,762 

 

478,488 

177,245 

 

 

 

Shareholders’ equity:

 

 

Capital stock (note 10(a))

3,367,119 

3,294,275 

Contributed surplus (note 10(b))

74,100 

24,600 

Deficit

(2,502,745)

(1,698,526)

 

938,474 

1,620,349 

 

 

 

Commitments (note 18)

 

 

 

$        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)

 

For the years ended December 31

2004

2003

 

 

 

Deficit, beginning of year, as reported

$       (1,698,526)

$      (1,441,444)

 

 

 

Effect of change in accounting policy (note 1(b))

(8,842)

 

 

 

Deficit, beginning of year, as restated

(1,707,368)

(1,441,444)

 

 

 

Net loss for the year

(795,377)

(257,082)

 

 

 

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)

 

For the years ended December 31

2004

2003

 

 

 

Revenue (note 16 & 17)

$            589,654 

$        1,017,817 

Direct costs

94,990 

171,471 

Margin

494,664 

846,346 

 

 

 

Expenses:

 

 

General and administrative

651,232 

607,583 

Amortization

488,776 

256,832 

Interest and other financial expenses

19,931 

70,054 

Stock-based compensation

52,176 

25,708 

 

1,212,115 

960,177 

 

 

 

Loss before income taxes and other taxes

(717,451)

(113,831)

 

 

 

Income taxes and other taxes (note 11)

77,926 

143,251 

 

 

 

Net loss for the year

(795,377)

(257,082)

 

 

 

Loss per share (note 10 (f))

$               (0.04)

$              (0.01)

 

 

 

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)

 

For the years ended December 31

2004

2003

 

 

 

Cash flows provided by (used in):

 

 

Operations:

 

 

Net loss for the year

$           (795,377)

$        (257,082)

Items not affecting cash:

 

 

Amortization of property and equipment

9,078 

9,414 

Amortization of development costs

377,903 

135,353 

Amortization of acquired publishing content

70,670 

70,670 

Amortization of software development costs

31,046 

41,395 

Stock-based compensation

52,176 

25,708 

Change in non-cash balances related to operations:

 

 

Accounts and grants receivable

(34,466)

73,287 

Inventory

5,818 

5,134 

Prepaid and sundry assets

(99,849)

8,012 

Accounts payable

107,529 

(21,625)

Accrued liabilities

25,952 

1,674 

Cash (used in) provided by operating activities

(249,520)

91,940 

 

 

 

Financing:

 

 

Increase in bank loan

90,000 

Increase in loan payable to related party

290,000 

100,000 

Repayment of loan payable to related party

(212,238)

(206,274)

Issuance of capital stock

93,517 

333,114 

Share issue costs

(32,191)

(45,629)

Cash provided by financing activities

229,088 

181,211 

 

 

 

Investing:

 

 

Purchase of property and equipment

(21,725)

(6,135)

Development costs

(160,554)

(114,385)

Cash (used in) investing activities

(182,279)

(120,520)

 

 

 

(Decrease) increase in cash

(202,711)

152,631 

Cash, beginning of year

232,502 

79,871 

Cash, end of year

$              29,791 

$          232,502 

 

 

 

Supplemental cash flow information:

 

 

Income taxes paid

$              41,189 

$          142,462 

Interest paid

$              11,368 

$            15,219 

 

 

 

Non cash transaction:

 

 

 

 

 

(i) Included in the capital stock is $11,518 (2003 - $5,900) representing the fair value of stock options exercised (note 10(c)).

 

 

 

 

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