Mangement Discussion & Analysis for the Period Ending March 31, 2023
Management's Discussion and Analysis
For the three months ended
Management Discussion and Analysis
For the three months ended
INTRODUCTION
The following management discussion and analysis ("MD&A") has been prepared as of
- there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. We evaluate materiality with reference to all relevant circumstances. All dollar amounts are stated in Unites States dollars unless otherwise indicated.
Certain information included in this MD&A contains forward-looking statements within the meaning of applicable securities laws, including, among other things, statements concerning our objectives and our strategies to achieve those objectives, statements with respect to management's beliefs, plans, estimates and intentions and statements concerning anticipated future events, circumstances, expectations, results, operations or performance that are not historical facts. Forward-looking statements can be identified generally by the use of forward-looking terminology, such as "indicators", "outlook", "objective", "may", "will","expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.
The forward-looking statements in this MD&A are not guarantees of future results, operations or performance and are based on estimates and assumptions that are subject to risks and uncertainties, including those described below in this MD&A under "Risks and Uncertainties", which could cause actual results, operations or performance to differ materially from the forward-looking statements in this MD&A. Those risks and uncertainties include risks associated with property ownership, tenant termination and financial stability, liquidity, competition for real property investments, general uninsured losses and environmental matters. Historical results and percentage relationships contained in the Company's financial statements and MD&A, including trends that might appear, should not be taken as indicative of our future results, operations or performance.
Although the forward-looking statements contained in this MD&A are based on what management believes are reasonable assumptions, there can be no assurance that actual results, operations or performance will be consistent with these statements. All forward-looking statements in this MD&A are qualified by this forward-looking disclaimer. These statements are made as of
BUSINESS OVERVIEW
The strategy of the Company is to focus on development and acquisitions in the real estate and housing sectors. We are committed to investing in our employees, delivering value to our customers, ethically managing our suppliers and professional networks, and supporting the outside communities within which we work. While each of our subsidiaries serves its own corporate purpose, they share a fundamental commitment to all of our shareholders - to deliver value, service and growth.
Credit Reporting Services
2 | P a g e
Management Discussion and Analysis
For the three months ended
The Company acquired four title insurance agencies in
OVERALL PERFORMANCE
As at
Revenue associated with
Our credit reporting segment,
The net loss reported for continuing operations for the first three months of 2023 was
ACQUISITIONS
Effective
The following sets forth details of the purchase, which remains unallocated as of
|
Consideration Paid |
10,359,160 |
|
Unallocated assets |
9,615,951 |
|
Working capital |
1,000,000 |
|
Property and equipment |
50,575 |
|
Accounts receivable |
4,000 |
|
Other assets |
32,393 |
|
Accounts payable |
(53,759) |
|
|
|
RESULTS OF OPERATIONS
Revenues: Overall revenue decreased nominally by
Expenses: Overall expenses for the first quarter of 2023 were
3 | P a g e
Management Discussion and Analysis
For the three months ended
Income Taxes: Net income taxes of
SUMMARY OF QUARTERLY RESULTS
|
Q1 |
Q4 |
Q3 |
Q2 |
Q1 |
Q4 |
Q3 |
Q2 |
|||
|
2023 |
2022 |
2022 |
2022 |
2022 |
2022 |
2020 |
2020 |
|||
|
Revenues |
240,365 |
|||||||||
|
|
- |
- |
- |
- |
- |
- |
- |
|||
|
Credit Services |
846,835 |
489,764 |
850,356 |
1,021,714 |
1,265,532 |
1,089,058 |
1,333,337 |
1,399,162 |
||
|
Consulting Income |
146,992 |
80,418 |
37,500 |
37,500 |
12,500 |
- |
- |
- |
||
|
Other revenue |
41,711 |
13,327 |
- |
- |
- |
- |
- |
- |
||
|
Revenues, continuing operations |
1,275,902 |
583,529 |
887,856 |
1,059,214 |
1,278,032 |
1,089,058 |
1,333,337 |
1,339,162 |
||
|
Revenues, discontinued operations |
- |
760,593 |
2,466,987 |
3,402,772 |
3,593,912 |
3,737,545 |
4,033,157 |
4,028,271 |
||
|
Net income (loss), continuing |
(440,940) |
|||||||||
|
operations |
(918,314) |
(133,695) |
(79,298) |
(89,982) |
(330,476) |
32,573 |
18,693 |
|||
|
Net income (loss), discontinued |
- |
|||||||||
|
operations |
5,441,387 |
(174,430) |
14,760 |
95,548 |
(22,920) |
209,864 |
259,032 |
|||
|
Total assets |
20,095,605 |
11,454,825 |
4,581,604 |
5,068,639 |
5,736,233 |
5,699,044 |
5,950,701 |
5,950,701 |
||
|
Total liabilities |
11,682,770 |
3,260,211 |
1,478,498 |
1,657,221 |
2,260,461 |
2,228,838 |
2,127,100 |
2,127,100 |
||
|
Shareholders' Equity |
8,412,835 |
8,194,614 |
3,103,106 |
3,411,418 |
3,475,772 |
3,470,206 |
3,823,601 |
3,823,601 |
||
|
Net income (loss) per share, |
(0.03) |
0.48 |
(0.01) |
(0.01) |
(0.01) |
(0.02) |
0.00 |
0.00 |
||
|
continuing operations |
||||||||||
|
Diluted net income (loss) per share, |
(0.03) |
|||||||||
|
continuing operations |
0.47 |
(0.01) |
(0.01) |
(0.01) |
(0.02) |
0.00 |
0.00 |
|||
|
Net income (loss) per share, |
- |
0.34 |
(0.01) |
0.00 |
0.01 |
(0.00) |
0.02 |
0.02 |
||
|
discontinued operations |
||||||||||
|
Diluted net income (loss) per share, |
- |
|||||||||
|
discontinued operations |
0.34 |
(0.01) |
0.00 |
0.01 |
(0.00) |
0.02 |
0.02 |
|||
|
Basic weighted average number of |
||||||||||
|
shares outstanding |
15,976,571 |
15,832,968 |
15,752,525 |
15,752,525 |
15,752,525 |
15,741,840 |
15,691,429 |
15,635,539 |
||
|
Basic weighted average number of |
||||||||||
|
shares outstanding |
15,976,571 |
16,097,776 |
15,752,525 |
15,752,525 |
15,752,525 |
15,917,469 |
15,873,505 |
15,737,879 |
||
LIQUIDITY & CAPITAL RESOURCES
At
On the balance sheet as at
Total long term notes payable reported as at
4 | P a g e
Management Discussion and Analysis
For the three months ended
As at
The Company is authorized to issue an unlimited number of common shares.
|
Number of |
||
|
Issued |
Common |
Amount $ |
|
Shares |
||
|
Balance, |
16,296,113 |
8,275,933 |
|
Shares issued |
250,000 |
300,000 |
|
Balance, |
16,546,113 |
8,575,933 |
On
The Company has a Plan that enables its directors, officers, employees, consultants and advisors to acquire common shares of the Company. Options are granted at the discretion of the Board of Directors. Under the terms of the Plan, options totaling up to 10% of the common shares outstanding from time to time are issuable. The exercise price, vesting period and expiration period are fixed at the time of grant at the discretion of the Board of Directors.
|
Number of |
Weighted |
Grant |
|||||
|
average |
Date |
||||||
|
options |
exercise |
Fair |
|||||
|
price $ |
Value |
||||||
|
Outstanding and exercisable, |
600,000 |
0.64 |
0.59 |
||||
|
Options issued |
300,000 |
1.20 |
1.20 |
||||
|
Outstanding and exercisable, |
900,000 |
0.81 |
0.77 |
||||
|
Weighted |
|||||||
|
Number of |
Number of |
Average |
|||||
|
Options |
Options |
Exercise |
Remaining |
||||
|
Outstanding |
Exercisable |
Price |
Expiry Date |
Life |
|||
|
Granted |
75,000(2) |
75,000 |
$ |
1.40(3) |
|
0.51 |
|
|
Granted |
50,000(4) |
50,000 |
$ |
0.60(5) |
|
1.10 |
|
|
Granted |
25,0002) |
25,000 |
$ |
0.57(6) |
|
1.65 |
|
|
Granted, |
450,000(1) |
450,000 |
$ |
0.52(7) |
|
1.68 |
|
|
Granted, |
300,000(2) |
300,000 |
$ |
1.20(9) |
|
4.97 |
|
|
Total |
900,000 |
900,000 |
2.69 |
- An Executive Officer or Directors of the Company holds these options. They are fully vested.
- Key employees hold these options. They are fully vested.
- The exercise price is CAD
$1.75 . - A consultant of the Company holds these options. They are fully vested.
- The exercise price is
$0.75 CAD . - The exercise price is
$0.71 CAD . - The exercise price is
$0.65 CAD .
- The exercise price is
$1.64 CAD .
TRANSACTIONS WITH RELATED PARTIES
The Company had the following transactions with officers and directors of the Company and private companies controlled by officers and directors of the Company for management consulting and other services required:
The Company incurred
5 | P a g e
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