Facedrive Inc. (“Facedrive” or the “Company”) (TSXV: FD) (OTCQX: FDVRF) filed today on SEDAR its change of auditor report in accordance with section 4.11 of National Instrument 51-102 respecting Bonds. Continuous Disclosure Statement (“NI 51-102”). The disclosure package provides information on the resignation of Deloitte LLP (“Deloitte”) as auditor of the Company.
As described in the declaration dossier, the Company confirms that:
- the Company received a letter from Deloitte resigning September 22 , 2021.
- Deloitte resigned on its own initiative. Deloitte did not resign at the request of the Company.
- Deloitte’s resignation has not been reviewed or approved by the Company’s audit committee (” Audit committee “) or the Board of Directors prior to resignation. The Company is in the process of interviewing and selecting a successor auditor from a number of qualified firms.
- Deloitte was appointed on July 16, 2021 , as detailed in the notice of change of the Company’s statutory auditor dated July 16 , 2021. Deloitte has begun to review the Company’s interim consolidated financial statements for the quarter ended June 30, 2021 (the ” Q2 2021 interim financial statements “) in the beginning August 2021 at the request of the Company as part of an interim review engagement (the ” Interim review mission “) but were unable to complete their work before the deadline for submitting the August 30 , 2021. Once it became apparent from communications with Deloitte that the interim review engagement would require additional time beyond the time allowed for the filing of the second quarter 2021 interim financial statements, the Company has decided to waive a review by the auditors of the second quarter of 2021. Interim financial statements 2021 and has terminated the interim review engagement with Deloitte. Deloitte’s resignation as Company appointed auditors for its 2021 fiscal year preceded the Company and Deloitte entering into a formal engagement agreement for the audit engagement year. Although Deloitte performed work on the interim review engagement prior to the end of its appointment as the Company’s auditors, Deloitte did not start any work on an audit engagement for fiscal 2021, and no ” has not and will not render an opinion or opinion with respect to the 2021 annual audited financial statements of the Company (which are to be filed by April 30, 2022 ).
- Due to the work that Deloitte started on the interim review engagement (before the end of that engagement) and the fact that Deloitte was unable to complete its review of the interim financial statements for the second quarter of 2021 before the Deloitte’s resignation as auditor of the Company, there remained some unresolved issues regarding the Company’s second quarter 2021 interim financial statements. The Audit Committee discussed these matters with Deloitte prior to the end of the interim review engagement. The Company has authorized Deloitte to fully respond to the inquiries of any successor auditor of the Company relating to these matters.
As Deloitte has not completed its interim review procedures in full, Deloitte has not been able to conclude whether any material changes need to be made to the interim financial statements for the second quarter of 2021. In Deloitte’s opinion , the following issues were the two unresolved issues from an accounting perspective before the end of the interim review engagement, which had still not been resolved at the time of Deloitte’s resignation as auditor of the company.
- Deferred tax liabilities – Should the Company reflect the deferred tax liabilities for the recently acquired Food Hwy and Steer entities which were acquired in 2020.
- Did the company have a “significant influence” on Tally? – At August 7, 2020 , the Company has entered into and entered into a definitive agreement to invest in Tally Technology Group Inc. (” Pointing “). Deloitte asked whether the Company has significant influence over Tally and, if so, whether the transaction should have been accounted for using the equity method.
Facedrive is a multi-faceted “people and planet first” technology ecosystem providing socially responsible services to local communities with a strong commitment to doing business in a fair, equitable and sustainable manner. As part of this commitment, Facedrive’s vision is to fulfill its mandate through a number of services that exploit the Company’s existing technologies or project synergies with existing business lines.
Facedrive’s service offerings include: (i) its ecological carpooling business, Facedrive Rideshare; (ii) a food delivery service, Facedrive Foods; (iii) the electric and hybrid vehicle subscription business, Steer; (iv) contact tracing and connected health technologies services, Facedrive Health; (v) electronic commerce platform, Facedrive Marketplace; and (vi) the e-social platform, Facedrive Social. Facedrive Rideshare was among the first to offer a wide variety of environmentally and socially responsible solutions in the Transport as a Service (TaaS) space, planting thousands of trees based on user consumption and offering choices between electric, hybrid and conventional vehicles (including, more recently, electric and hybrid vehicles on subscription through Steer). Facedrive Marketplace offers select products usually created from sustainably sourced materials and linked to social causes. Facedrive Foods offers contactless delivery of a wide variety of foods to consumers’ doorsteps, with an emphasis on doing so in a socially and environmentally conscious manner. Facedrive Social strives to keep people connected in a physically remote world through its HiQ and other e-socialization platforms that invite users to interact based on common interests and by offering gamification and support features. mutual community. Facedrive Health strives to develop and deliver innovative technological solutions to the most acute health problems, including its proprietary TraceSCAN wearable technology for contact tracing.
Facedrive plans to change the narratives of ridesharing, food delivery, e-commerce, social technology and health for the better, for everyone, and is currently operational in Canada and United States .
To learn more about Facedrive, visit www.facedrive.com.
100 Consilium Pl, Unit 104, Scarborough, Ontario , Canada M1H 3E3
Certain information contained in this press release contains forward-looking information. This information is based on the reasonable assumptions and beliefs of management in light of the information currently available to us and is made as of the date of this press release. Actual results and timing of events (such as its process and transition to a new successor auditor) may differ materially from those anticipated in the forward-looking information due to various factors. Information about our expectations for future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but rather represent management’s expectations, estimates and projections regarding future events or circumstances. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by forward-looking statements.
See “Forward-looking information” and “Risk factors” in Facedrive’s annual management report (MD&A) for the year ended. December 31, 2020 (filed on SEDAR on April 30, 2021 ) and its interim management report for the period ended March 31, 2021 (filed on SEDAR on May 31, 2021 ) and June 30, 2021 (filed on SEDAR on August 30, 2021 ) for a discussion of the uncertainties, risks and assumptions associated with these and other statements. Readers are urged to carefully consider uncertainties, risks and assumptions when evaluating forward-looking information and are cautioned not to place undue reliance on such information. We have no intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. and regulatory requirements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Facedrive Inc.
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