DGTL Holdings Inc.

Condensed Consolidated Interim Financial Statements (Unaudited)

For the Nine Months Ended February 28, 2022 (Expressed in Canadian Dollars)

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of DGTL Holdings Inc. (the "Company") have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

DGTL Holdings Inc.

Condensed Consolidated Interim Statements of Financial Position

(Stated in Canadian Dollars) (Unaudited)

February 28,

May 31,

ASSETS

2022

2021

Current assets

$

611,248

Cash

$

1,111,448

Trade receivables (Note 4)

177,311

467,874

Other receivables

176,617

139,464

Prepaid expenses and deposits

278,993

391,402

Accrued revenue

469,442

354,441

Total current assets

1,713,611

2,464,629

Non-current assets

5,201

Property and equipment

6,800

Intangible assets (Note 5)

3,376,945

3,700,871

Total non-current assets

3,382,146

3,707,671

TOTAL ASSETS

$

5,095,757

$

6,172,300

LIABILITIES AND EQUITY

Current liabilities

$

2,064,894

Accounts payable and accrued expenses (Note 6)

$

1,510,448

Due to related parties (Note 11)

194,440

96,566

Deferred revenue (Note 7)

34,285

51,910

Dividends payable on preferred shares (Note 10)

238,024

158,743

Current portion of contingent purchase price (Note 8)

395,503

150,828

Current portion of loan payable (Note 9)

-

67,189

Total current liabilities

2,927,146

2,035,684

Non-current liabilities

-

Loan payable (Note 9)

104,233

Contingent purchase price (Note 8)

177,346

491,598

Deferred tax liability

279,000

438,000

Total liabilities

3,383,492

3,069,515

Shareholders' Equity

7,758,321

Share capital (Note 10)

6,745,875

Preferred shares (Note 10)

1,963,707

2,965,195

Reserves (Note 10)

1,301,219

1,311,338

Cumulative translation adjustment

45,908

92,601

Deficit

(9,356,890)

(8,012,224)

Total shareholders' equity

1,712,265

3,102,785

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

5,095,757

$

6,172,300

Nature of operations and going concern (Note 1)

Subsequent events (Note 17)

Approved on behalf of Board of Directors

"John Belfontaine"

"David Beck"_________

Director

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

1

DGTL Holdings Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Stated in Canadian Dollars) (Unaudited)

Three Months

Three Months

Nine Months

Nine Months

Ended

Ended

Ended

Ended

February 28,

February 28,

February 28,

February 28,

2022

2021

2022

2021

Restated

Restated

(Note 16)

(Note 16)

Revenues

$

593,759

$

851,766

$

1,732,408

$

3,498,114

Cost of revenues

403,276

638,509

1,189,479

2,679,049

Gross profit

190,483

213,257

542,929

819,065

Expenses

59,640

185,091

Accounting and audit (Note 11)

28,496

115,971

Advertising and promotion

119,107

283,573

328,010

615,118

Amortization (Note 5)

199,440

271,905

518,796

532,208

Bad debt expense (recovery)

-

(223)

-

15,739

Bank charges and interest

1,422

5,372

4,470

28,000

Consulting (Note 11)

97,310

234,582

246,760

720,927

Filing fees

9,753

30,522

51,931

71,437

Insurance

8,554

16,131

32,948

33,278

Interest expense

3,531

25,215

9,193

71,845

Investigation costs

-

14,140

-

14,140

Legal

24,280

16,496

130,450

67,621

Office and administration

64,513

38,822

119,934

138,610

Rent

-

8,644

-

39,982

Salaries, fees, and benefits (Note 11)

189,308

391,452

639,125

1,105,144

Share-based compensation

-

915,745

-

915,745

Travel

383

20

2,284

2,829

Total expenses

(777,241)

(2,280,892)

(2,268,992)

(4,488,594)

Operating loss

(586,758)

(2,067,635)

(1,726,063)

(3,669,529)

Gain on foreign exchange

(4,097)

18,278

17,111

86,074

Gain on forgiveness of loan (Note 9)

181,677

-

181,677

-

Gain on revaluation of contingent purchase

26,901

-

102,890

-

price

Net loss before income taxes

(382,277)

(2,049,357)

(1,424,385)

(3,583,455)

Deferred tax recovery

-

-

159,000

-

Net loss before other comprehensive

(382,277)

(2,049,357)

(1,265,385)

(3,583,455)

income

6,560

(46,693)

Translation adjustment

-

-

Net loss and comprehensive loss for the

period

$

(375,717)

$

(2,049,357)

$

(1,312,078)

$

(3,583,455)

Weighted average number of common

39,522,171

32,049,620

38,822,504

27,426,044

shares outstanding

Basic and diluted loss per common share

$

(0.01)

$

(0.06)

$

(0.03)

$

(0.13)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

2

DGTL Holdings Inc.

Condensed Consolidated Interim Statements of Changes in Equity

(Stated in Canadian Dollars) (Unaudited)

Share Capital

Preferred shares

Shares to be Issued

Reserves

Cumulative

Number of

Number of

Number of

Share-based

Translation

Shares

Amount

Shares

Amount

Shares

Amount

compensation

Adjustment

Deficit

Total

Balance at May 31, 2020

22,063,000

$ 1,347,521

5,804,688

$

2,728,203

6,302,534

$ 2,509,620

$

233,044

$

-

$(1,028,551)

$

5,789,837

Issue of common shares

11,758,438

4,320,000

-

-

(3,771,428)

(1,320,000)

-

-

-

3,000,000

Issue of preferred shares

-

-

2,531,106

1,189,620

(2,531,106)

(1,189,620)

-

-

-

-

Conversion of preferred

1,147,800

539,466

(1,147,800)

(539,466)

-

-

-

-

-

-

shares

Share issuance costs

-

(118,042)

-

-

-

-

-

-

-

(118,042)

Exercise of options

750,000

75,000

-

-

-

-

-

-

-

75,000

Transfer to share capital on

-

55,539

-

-

-

-

(55,539)

-

-

-

exercise of options

Exercise of agent's options

691,665

69,167

-

-

-

-

-

-

-

69,167

Transfer to share capital on

-

44,062

-

-

-

-

(44,062)

-

-

-

exercise of agent's options

Share-based compensation

-

-

-

-

-

-

915,745

-

-

915,745

Net loss and

comprehensive loss

-

-

-

-

-

-

-

-

(3,583,455)

(3,583,455)

for the period

Balance at February 28,

36,410,903

$ 6,332,713

7,187,994

$

3,378,357

-

$

-

$

1,049,188

$

-

$(4,612,006)

$

6,148,252

2021

Balance at May 31, 2021

37,287,973

$ 6,745,875

6,308,926

$

2,965,195

-

$

-

$

1,311,338

$

92,601

$(8,012,224)

$

3,102,785

Conversion of preferred

2,130,826

1,001,488

(2,130,826)

(1,001,488)

-

-

-

-

-

-

shares

Dividend payable

-

-

-

-

-

-

-

-

(79,281)

(79,281)

Cancellation of common

(34,091)

(15,000)

-

-

-

-

-

-

-

(15,000)

shares

Exercise of agent's options

158,385

25,958

-

-

-

-

(10,119)

-

-

15,839

Translation adjustment

-

-

-

-

-

-

-

(46,693)

-

(46,693)

Net loss and

comprehensive loss

-

-

-

-

-

-

-

-

(1,265,385)

(1,265,385)

for the period

Balance at February 28,

2022

39,543,093

$ 7,758,321

4,178,100

$

1,963,707

-

$

-

$

1,301,219

$

45,908

$(9,356,890)

$

1,712,265

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

2

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Conscience Capital Inc. published this content on 08 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2022 12:41:03 UTC.