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(formerly Aida Minerals Corp.)
Management Discussion & Analysis (“MD&A”)
For the Years Ended December 31, 2018 and 2017
Q4 2018 MD & A
Date of Report: April 30, 2019
The following management's discussion and analysis should be read together with the annual financial statements and accompanying notes for the year ended December 31, 2018 and related notes hereto, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.
This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:
• our ability to obtain funding for our operations, including funding for acquisition obligations, computer programming, and commercial activities;
• the initiation, timing, cost, progress and success of our programming;
• our business model and strategic plans;
• our ability to advance cash payment system software, and supply chain software into
marketable enterprise solutions;
• our ability to recruit sufficient programmers;
• our ability to achieve profitability;
• our ability to establish and maintain relationships with collaborators with acceptable
development, regulatory and commercialization expertise and the benefits to be derived
from such collaborative efforts;
• the implementation of our business model and strategic plans;
• our ability to develop and commercialize product candidates;
• our ability to protect our intellectual property and operate our business without infringing
upon the intellectual property rights of others;
• our expectations regarding federal, provincial and foreign regulatory requirements;
• whether we will receive, and the timing and costs of obtaining, regulatory approvals in the
United States, Canada, the European Union and other jurisdictions;
• the actual benefits when compared to our competitors as to the economy and effectiveness
of our product candidates;
• the accuracy of our estimates of the size and characteristics of the markets that may be
addressed by our products and product candidates;
• the rate and degree of market acceptance of our future products, if any;
• the timing of, and our ability and our collaborators’ ability, if any, to obtain and maintain
regulatory approvals for our products;
• our expectations regarding market risk, including interest rate changes and foreign
currency fluctuations;
• our ability to engage and retain the employees required to grow our business;
• the compensation that is expected to be paid to employees and consultants of the
Company;
• our future financial performance and projected expenditures;
• developments relating to our competitors and our industry, including the success of
competing software solutions that are or become available; and
• estimates of our expenses, capital requirements and our needs for additional financing.
Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by BLOK, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our
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Q4 2018 MD & A
actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining market acceptance of technologies; (ii) obtaining regulatory approvals; (iii) general business and economic conditions; (iv) the availability of financing on reasonable terms; (v) the Company’s ability to attract and retain skilled staff; (vi) market competition; (vii) the products and technology offered by the Company’s competitors; and (viii) the Company’s ability to protect intellectual property and proprietary rights.
In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined below under the heading “Financial Instruments and Risks”. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.
OVERVIEW
Blockchain is an open, distributed ledger technology protocol that ensures trust, accuracy and auditability of transactions. Many believe that blockchain will transform the way business is done. Blockchain systems can record transactions between two parties efficiently and in a verifiable and permanent way. Once recorded, the data in any given block is immutable, meaning it cannot be altered retroactively without the alteration of all subsequent blocks by the majority of the network. Blockchain systems are secure, decentralized and eliminate the need for central third parties to verify trust within the transaction. This makes blockchain ideally suited for recording of commercial transactions, inventory management, events, personal identity records, and the traceability of goods amongst producers and the supply chain.
BLOK is involved in three blockchain-related businesses:
• Greenstream Networks Inc.;
• FogChain, Inc.; and
• JV with Visionary Private Equity Group
GROWTH STRATEGY
GREENSTREAM NETWORKS INC.
BLOK completed the 100% purchase of outstanding shares of Greenstream Networks Inc. (“Greenstream”) on January 15, 2018 for 7,000,000 shares of BLOK.
Greenstream is a wholly owned subsidiary of BLOK and is engaged in the development of a blockchain-enabled supply chain integrity platform for the legalized cannabis industry. Greenstream is headquartered in Montreal, Canada and as of December 31, 2018 has 8 employees and contractors on staff, providing the design, programming, testing, business development and implementation of the software.
BLOK invests in and develops emerging companies in the blockchain technology sector. Building on our solid foundation, BLOK provides capital, technology and management expertise to produce
blockchain-enabled business applications.
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Q4 2018 MD & A
The federal government laid out a roadmap for the legalization of recreational cannabis use nationwide which took place in October 2018. Greenstream is in the process of developing the Greenstream Network Platform, a technology architecture to address the supply chain management needs for this new regulatory environment, providing the industry the ability to manage from 'seed to sale'. The Greenstream Network Platform is a permissioned consortium network that will allow Licensed Producers, Retailers, Regulators and other Cannabis industry stakeholders to communicate, interoperate and transfer assets and value through the Canadian cannabis ecosystem.
The Greenstream Network Platform has a number of features and benefits it will provide to Cannabis industry stakeholders. It is designed to ensure compliance within the complex regulatory environment, provide powerful industry data and insights and pioneer new standards for the emerging Cannabis industry. The Greenstream Network Platform:
• seamlessly ensures supply chain data integrity;
• incorporates a cost-effective and legal payment gateway for the exchange of value; and
• includes an identity verification system.
The Greenstream Network Platform is being built on leading-edge blockchain platforms including the Hyperledger stack, an open-source, collaborative technology initiative. In July 2018, Greenstream was accepted into the Oracle Scaleup Ecosystem, a global acceleration program for start-ups. In August 2018, Greenstream successfully completed a deployment of its blockchain network and applications to the Oracle Cloud Infrastructure.
Following the Alpha release of the Greenstream payments platform earlier in 2018, the Greenstream technology team is focused on building the seed to sale tracking and traceability platform, GreenTrack. The platform aims to bridge the gap within existing seed to sale solutions in the Canadian Cannabis industry to benefit consumers, industry participants and regulators. GreenTrack will enable consumers and businesses to verify product pedigree & track the products across the Cannabis industry.
BLOK is working to document and integrate the regulatory requirements of the Cannabis industry in its various jurisdictions in North America, South America and Europe. This will help BLOK to expand its technology across other jurisdictions complying with regional regulatory requirements. The Greenstream Verifiable Digital Identity System, GreenID, component including a decentralized, point-to-point exchange of information about businesses to confirm the authenticity within the cannabis industry for the execution of smart contracts is also planned for development. In its full release, the Greenstream Network Platform will be comprised of an integrated GreenID, GreenTrack & the Payments platform to enable the regulators, industry participants & consumers to ensure supply chain, financial & identity compliance across the Cannabis ecosystem.
In an effort to raise substantially more equity for the Company, the Company entered into a number of contracts with independent third parties totalling a commitment of $4 million. The third parties are to provide additional financing, investment awareness, corporate secretary services, as well as accounting services over a one-year period commencing May 1, 2018.
On May 14, 2018, the Company raised $545,885 by issuing 2,729,424 units at $0.20 per unit. Each unit consisting of one common share and one-half share purchase warrant allowing the holder to purchase one common share for $0.50 expiring May 14, 2019. On June 8, 2018, the Company raised $4,922,066 by issuing by issuing 24,287,500 units at $0.20 per unit. Each unit consisting of one common share and one-half share purchase warrant allowing the holder to purchase one common share for $0.50 expiring June 8, 2019.
The Company is now focused on identifying and working with industry stakeholders for the demonstration, testing, customization and commercialization of the platform.
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Q4 2018 MD & A
FOGCHAIN, INC.
BLOK signed a Memorandum of Understanding (“MOU”) with FogChain, Inc. (“FogChain”), on March 2018 outlining the details of the strategic relationship between the two companies for mutual growth and collaboration. FogChain is a Silicon Valley, California Technology Company led by a highly-experienced Cloud and SaaS team designing a software tool kit for blockchain development and deployment. Under the terms of this strategic relationship, BLOK has made an initial investment of $100,000 as part of a private placement for common shares of FogChain.
The strategic relationship includes Co-development, joint Go-to-Market initiatives and potential Mutual Investment.
PROPOSED JV WITH VISIONARY PRIVATE EQUITY GROUP
BLOK signed a Memorandum of Understanding (“MOU”) with Visionary Private Equity Group (“VPEG”) in September 2018 to form a proposed Joint Venture (“JV”) for the development of technology for the real estate industry. Under the terms of the MOU, which is subject to the parties agreeing upon definitive terms, BLOK will license its Greenstream blockchain technology platform in exchange for a US $500,000 licensing fee and a 25% equity position in a to-be formed joint venture company. The MOU outlines the terms of the proposed strategic partnership between VPEG and BLOK relating to the development of new technology enterprises, the first of which is expected to be with a real estate company partner.
PROPOSED ACQUISITION OF THE WORX SOLUTIONS INC.
On November 27, 2018, the Company signed a Memorandum of Understanding (“MOU”) to acquire 80% of the issued and outstanding common shares of The Worx Solutions Inc. (“Worx”). Worx is in the business of developing and marketing Businessworx, a customer relationship management (CRM) and data analytics software platform for the retail industry.
Under the terms of the memorandum of understanding, the Company will issue 14 million common shares to Worx at a price of $0.04 and sign a promissory note for $240,000 to acquire 80% of the issued and outstanding shares of Worx. The Company does not anticipate the acquisition will trigger change-of-control event.
MANAGEMENT CHANGES
On February 26, 2018, the Company appointed Richard Sharp to the Company’s advisory board.
On June 4, 2018, the Company appointed Justin Kausel as director of business development for the Company’s wholly-owned subsidiary, Greenstream Networks Inc.
On October 12, 2018, the Company appointed Yari Nieken as a director of the Company.
On November 22, 2018, Dr. Lui Francioso resigned as a director and chairman of the Company.
On December 13, 2018, David Alexander resigned as chief financial officer of the Company. Yari Nieken, a director, serves as interim chief financial officer.
On January 7, 2019, Robert Dawson resigned as president and chief executive officer of the Company. James Hyland, a director, serves as interim president.
On January 14, 2019, Joel Yaffe resigned as a director and CTO of the Company. On the same date, the Company appointed David Greenway as a non-executive, independent member of the Company’s board and member of the audit committee.
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Q4 2018 MD & A
SUMMARY OF QUARTER RESULTS
The following table sets out selected quarterly information for each of the Company's most recent eight completed quarters.
Quarter ended
December 31, 2016 March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018
DISCUSSION OF OPERATIONS
Revenue Net loss Net loss per share (basic and diluted) $$$
- (392,939) - (106,141) - (178,264) - (94,124) - (598,319 - (1,410,509) - (2,066,766) - (878,644) - (2,281,483)
(0.02) (0.01) (0.01) (0.01) (0.02) (0.07) (0.05) (0.01) (0.04)
2018 $$
Comparison of results of operations of the years ended December 31, 2018 and 2017:
Expenses
1,511,489 2,012,890 - 526 20,000 10,055 246,000 54,898 185,397 Rent 84,060
247,944 291,762 14,910 (36,636) 14,273 89,500 109,500 56,586 61,043 83,051 565,723 - 26,306 76,892
(1,600,854)
262,681 382,434 (1,099) - (20,010)
(976,848)
Advertising & communications Consulting fees
Due diligence
Foreign exchange (gain) loss Financing fees
Interest expense Management fees
General and administrative Professional fees
Share-based compensation Software development Transfer agent and filing fees Travel expenses
Loss before other items below
Other items:
Gain on assignment of rights and obligations Gain on assignment of promissory notes Loss on acquisition (disposal) of assets Loss on write-down of assets
Loss on termination of mineral property option
Net loss and comprehensive loss
291,907 420,562 66,066 75,308
(4,979,158)
-
- (709,260) (948,984) -
(6,637,402)
2017
• Advertising & communications increased by $1,263,545 due to the issuance of incentive shares to numerous third-party consultants to assist in the raising of capital and market promotion campaigns in the US and Europe relating to company investments and developments.
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Q4 2018 MD & A
• Interest expense decreased by $79,445 due to cancelation of promissory notes.
• Consulting fees increased by $1,721,128 due to the Company entering into numerous third-party consultants to assist in the raising of capital, the creation of investment awareness, obtaining new opportunities for investment.
• Management fees increased by $136,500 due to increase in management and related fees.
• Professional fees increased by $124,354 due to increase in business activities.
• Software development cost increased by $420,562 due to new technology development by Greenstream subsidiary.
• Loss on acquisition of assets of $709,260 is due to the loss on acquisition of Greenstream amounting to $690,000, and write-off $19,260 from the investment in Port Mercantile.
• Loss on write-down of assets of $948,984 is due to the write-off of $867,504 intangible assets and the $81,480 unrealized loss on investment in Fog Chain.
SOURCES AND USES OF CASH
Cash used in operating activities
Cash used in investing activities
Cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
December 31, 2018 December 31, 2017 $$
(5,928,667) (80,133) 5,447,585
(561,215)
(996,133) (267,941) 1,822,741
558,667
As at December 31, 2018, the Company has $7,775 in cash compared to $568,990 as at December 31, 2017. The Company has working capital of $1,326,526 compared to $565,025 as at December 31, 2017.
During the year ended December 31, 2018, the Company has cash used in operating activities of $5,928,667 (2017 - $996,133), mainly comprising of net loss and comprehensive loss for the year, loss on write-down of assets, loss on acquisition of assets, share-based compensation and changes in non-cash working capital items.
During the year ended December 31, 2018, the Company has cash used in investing activities of $80,133 (2017 - $267,941), due to the advances made pursuant to the supposedly acquisition of Port Mercantile, partially offset by the cash received pursuant to the acquisition of Greenstream.
During the year ended December 31, 2018, the Company has cash provided in financing activities of $5,447,585 (2017 - $1,822,741), comprising of net proceeds from share issuances from private placement and exercise of options.
The Company has not pledged any of its assets as security for loans, or otherwise and is not subject to any debt covenants. Management believes that the Company will require additional working capital to meet its primary business objectives over the next twelve months.
Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on the funding through future equity issuances and through short term borrowing in order to fund ongoing operations and to meet its obligations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.
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Q4 2018 MD & A
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.
RELATED PARTY TRANSACTIONS
The Company has identified its directors and senior officers as its key management personnel. No post-employment benefits, other long-term benefits and termination benefits were made during the years ended December 31, 2018 and 2017.
Key management compensation consists of the following for the years ended December 31, 2018 and 2017:
December 31, 2018 December 31, 2017 $$
Management fees
Former CEO
Former CFO
Company controlled by former CFO Director
Share-based compensation
103,000 75,000 - 68,000 37,017
283,017
61,500 20,000 28,000
- 183,402 292,902
All related party transactions were in the ordinary course of business and were measured at their exchange amount as agreed between the related parties.
On October 5, 2017, the Company entered an Assignment of Rights and Obligations (“Assignment”) with various vendors and debtors, and RDF Energy Corp. (“RDF”), a company controlled by a former CDO of the Company. All parties agreed to assign the rights to receivables and assume the liabilities by RDF in lieu of the Company. As a result of this assignment, the Company recognized an amount of $262,681 as a gain on assignment of rights and obligations for the year ended December 31, 2017.
As at December 31, 2018, the Company had the following balances with related parties:
December 31, 2018 December 31, 2017 $$
Former CFO Directors
*amounts are included in accounts payable
OUTSTANDING SHARE CAPITAL
Common shares issued Stock options issued Warrants issued
Fully diluted
December 31, 2018
62,384,302 4,325,000 13,596,462
80,305,764
91,419 61,770
153,189
Changes
- - -
-
21,443* 2,625* 24,068
April 30, 2019
62,384,302 4,325,000 13,596,462
80,305,764
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Q4 2018 MD & A
PROPOSED TRANSACTIONS
Visionary Private Equity Group
BLOK signed a Memorandum of Understanding (“MOU”) with Visionary Private Equity Group (“VPEG”) in September 2018 to form a proposed Joint Venture (“JV”) for the development of technology for the real estate industry. Under the terms of the MOU, which is subject to the parties agreeing upon definitive terms, BLOK will license its Greenstream blockchain technology platform in exchange for a US $500,000 licensing fee and a 25% equity position in a to-be formed joint venture company. The MOU outlines the terms of the proposed strategic partnership between VPEG and BLOK relating to the development of new technology enterprises, the first of which is expected to be with a real estate company partner.
Under the terms of the non-binding MOU between BLOK and VPEG the parties have agreed to the following:
• BLOK and VPEG will establish a new joint venture company for the licensing, aggregation and build out of technologies for the real estate sector.
• The Parties will seek to jointly identify and secure a 3rd strategic partner from the real estate industry, who is expected to provide US $5M in funding for NewCo.
• BLOK will grant NewCo an exclusive and perpetual license of the Greenstream technology platform for the real estate sector for a licensing fee of US $500,000 payable to BLOK upon the securing of NewCo financing.
• VPEG will grant NewCo an exclusive and perpetual license of the Visionary Technology stack (including NFC, RFID, and Augmented Reality and Virtual Reality technologies) for the real estate sector for a licensing fee of US $500,000 payable to VPEG upon the securing of NewCo financing.
• BLOK Tech and VPEG will be equal partners in NewCo and will jointly bring in other equity partners.
The Worx Solutions Inc.
On November 27, 2018, the Company signed a Memorandum of Understanding (“MOU”) to acquire 80% of the issued and outstanding common shares of The Worx Solutions Inc. (“Worx”). Worx is in the business of developing and marketing Businessworx, a customer relationship management (CRM) and data analytics software platform for the retail industry.
Businessworx is a fully developed and existing software platform launched in August 2017, that is currently generating revenue through a subscription model in the retail sector. Worx is debt-free. The Company intends to leverage the Businessworx technology into other retail industries and integrate emerging technologies such as blockchain and artificial intelligence into the solution.
Worx and BLOK have agreed on the following fundamental business terms for the acquisition:
• BLOK will issue 14 million of its shares and a promissory note for $240,000 to acquire 80% of the issued and outstanding shares of Worx.
• Worx will be provided one seat on the board of directors of BLOK.
• Upon completion of the acquisition, BLOK will make best efforts to raise a minimum of
$300,000 for the further development and marketing of the Businessworx software
platform.
• Worx shall be operated as a subsidiary of BLOK. The board will recruit and name new
management for Worx.
• Worx will enter into a consulting services agreement with Mr. Newell following the closing
of the financing.
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Q4 2018 MD & A
CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES
New Standards Adopted During the Year
A number of new standards, and amendments to standards and interpretations, are adopted for the year ended December 31, 2018, and have been applied in preparing these consolidated financial statements.
New standard IFRS 9, “Financial Instruments” IFRS 15 “Revenue from Contracts with Customers” IFRS 2 “Share-based payments”
New Standards Not Yet Effective
A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended December 31, 2018, and have not been applied in preparing these financial statements.
IFRS 16 “Leases”
The Company has not early adopted these revised standards and is currently assessing the impact that these standards will have on the financial statements.
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.
FINANCIAL INSTRUMENTS AND RISKS
Fair Value Measurements Using
Cash
$$$$
7,775 – – 7,775
Quoted prices in active markets for identical instruments (Level 1)
Significant other observable inputs (Level 2)
Significant unobservable inputs (Level 3)
Balance, December 31, 2018
The fair values of other financial instruments, which include amounts receivable, accounts payable and accrued liabilities, promissory notes and due to related parties approximate their carrying values due to the relatively short-term maturity of these instruments.
Credit Risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and amounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Amounts receivable consists of GST receivable due from the Government of Canada and a receivable from a public company. The carrying amount of financial assets represents the maximum credit exposure.
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Q4 2018 MD & A
Foreign Exchange Rate
Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions.
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Company’s results of operations due to the short term to maturity of the investments held.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.
Additional risk factors
Volatility of Market Price
Securities markets have a high level of price and volume volatility, and the market price of securities of many companies has experienced substantial volatility in the past. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due to the Company’s operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares.
Financial markets historically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the trading price of the Common Shares may be materially adversely affected.
Positive Return in an Investment in the Common Shares of the Company is Not Guaranteed
There is no guarantee that an investment in the Company will earn any positive return in the short term or long term. A purchase of the shares involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Common Shares is appropriate only for purchasers who have the capacity to absorb a loss of some or all of their investment.
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Q4 2018 MD & A
Dilution
The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s articles permit the issuance of an unlimited number of Common Shares and Class A preferred shares. The Company’s shareholders do not have pre- emptive rights in connection with any future issuances of securities by the Company. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional Common Shares will be issued by the Company on the exercise of stock options under the Company’s stock option plan and upon the exercise of outstanding warrants.
Negative Cash Flow from Operations
During the years ended December 31, 2018 and 2017, the Company had negative cash flows from operating activities. To the extent that the Company has negative cash flow in any future period, the net proceeds from future financings may be used to fund such negative cash flow from operating activities.
Dependence on Key Personnel
The Company strongly depends on the business and technical expertise of its management and it is unlikely that this dependence will decrease in the near term. Loss of the Company’s key personnel could slow the Company’s ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company’s operations expand, additional general management resources will be required.
If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees is uncertain and failure to do so would have a negative impact on the Company’s business plans.
Conflicts of Interest
The Company’s directors and officers may serve as directors or officers, or may be associated with other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) in dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.
Intellectual Property
Our success depends on our ability to protect our proprietary rights and operate without infringing the proprietary rights of others; we may incur significant expenses or be prevented from developing and/or commercializing products as a result of an intellectual property infringement claim.
Our success will depend in part on our ability and that of our corporate collaborators to obtain and enforce patents and maintain trade secrets.
The intellectual and proprietary rights of technology companies, including us, is highly uncertain and involves complex legal and technical questions for which legal principles are not firmly established. The degree of future protection for our proprietary rights, therefore, is highly uncertain. In this regard there can be no assurance that patents filed will result in successful attempts. In
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Q4 2018 MD & A
addition, there may be issued patents and pending applications owned by others directed to technologies relevant to our or our corporate collaborators’ research, development and commercialization efforts. There can be no assurance that our or our corporate collaborators’ technology can be developed and commercialized without a license to such patents or that such patent applications will not be granted priority over patent applications filed by us or one of our corporate collaborators.
Our commercial success depends significantly on our ability to operate without infringing the patents and proprietary rights of third parties, and there can be no assurance that our and our corporate collaborators’ technologies and products do not or will not infringe the patents or proprietary rights of others.
There can be no assurance that third parties will not independently develop similar or alternative technologies to ours, duplicate any of our technologies or the technologies of our corporate collaborators or our licensors, or design around the patented technologies developed by us, our corporate collaborators or our licensors. The occurrence of any of these events would have a material adverse effect on our business, financial condition and results of operations.
Litigation may also be necessary to enforce patents issued or licensed to us or our corporate collaborators or to determine the scope and validity of a third party’s proprietary rights. We could incur substantial costs if litigation is required to defend ourselves in patent suits brought by third parties, if we participate in patent suits brought against or initiated by our corporate collaborators or if we initiate such suits, and there can be no assurance that funds or resources would be available in the event of any such litigation. An adverse outcome in litigation or an interference to determine priority or other proceeding in a court or patent office could subject us to significant liabilities, require disputed rights to be licensed from other parties or require us or our corporate collaborators to cease using certain technology or products, any of which may have a material adverse effect on our business, financial condition and results of operations.
The reader is encouraged to review the Company’s statutory filings on www.sedar.com.
12
By May, we'll be very thankful for this silence
Make the best of it while it lasts..
I 100% agree...the issue is it's not being noticed. We should see the Q1 results of Greenstream here soon and how the platform performs in BETA. Blok's board removed (allowed to resign) the dead weight earlier this year and now is moving forward. In my humble opinion, if just Greenstream alone is successful, and having less then 70M shares outstanding and no debt, this is a $1+ stock within 2019.
Very positive outlook here
Within arms reach, just my 2 cents C.BLK..
BLPFF NEWS
BLOK Technologies Enters into Letter of Intent to Acquire Sierra Blockchain, Inc. GlobeNewswire "Press Releases"
VANCOUVER, British Columbia , Feb. 26, 2019 (GLOBE NEWSWIRE) -- BLOK Technologies Inc. ("BLOK Tech" or the "Company") (CSE: BLK) ( FRANKFURT : 2AD) is pleased to announce it has entered into a non-binding letter of intent ("LOI") with Sierra Blockchain, Inc. (SIERRA), a private US corporation, to acquire 100% of the issued and outstanding shares.
The LOI was signed on February 25 th, 2019 and will be superseded by a formal Definitive Stock Acquisition Agreement (the "Acquisition Agreement"). The transaction will be subject to requisite regulatory approvals including the approval of the Canadian Securities Exchange (the CSE) and other conditions. BLOK Tech will be conducting due diligence including an independent asset valuation and technical evaluation of the Software. The Company will not be paying a finders fee on the transaction.
Transaction Details
BLOK Tech will issue SIERRA 24,000,000 shares of common stock of BLOK Tech at the closing price on the CSE as of February 26th, 2019 ( $0.025 ), which may be subject to escrow requirements pursuant to CSE policy.
The BLOK Tech shares shall be distributed pro-rata to the shareholders of SIERRA such that each SIERRA shareholder will receive their pro-rata shares of BLOK Tech.
Upon consummation of the Acquisition, the existing Board of Directors of BLOK Tech will appoint one new Board member of the choosing of SIERRA to the Board of BLOK Tech.
Following consummation of the Acquisition, the new Board will name a new management team consisting of persons from either SIERRA, BLOK Tech or others of the Boards choosing.
The transaction is arms length.
About Sierra
SIERRA is a developer of various software tools and apps utilizing proprietary blockchain methodologies. SIERRA has a license agreement with Intensity Mining Corp. to develop new products derived from Intensitys proprietary low power blockchain suite of tools.
In the course of pursuing mining of various coins including Bitcoin and Litecoin, Intensity developed a mining methodology using several proprietary modules which allowed rapid mining of coins utilizing PCs running Windows. Intensity remains focused on improving its mining software and believes the suite of tools have other applications in Fintech, Logistics Management, Inventory, and other areas commonly associated with blockchain development, resulting in the product development license with Sierra Blockchain.
The major advantage of low-power blockchain is that applications which ordinarily would be designed using a cloud-based architecture can now be designed conceptually around a node protocol wherein each authorized user becomes a node on the blockchain connected by a UDP-based node-to-node connectivity protocol. The licensed low-power blockchain also has a proprietary, multiplexed encryption architecture which is highly secure.
The low-power blockchain is powered by devices which are already in the hands of the end users, and the node protocol greatly reduces the security risk of existing and commonly used architectures which require users to access the blockchain through the cloud.
The conceptual advantages of a low-power blockchain in wide-scale, multi-user applications are many-fold and include:
Use of Windows based desktops, laptops, and portable devices means end users will have immediate familiarity with the applications (IOS based applications are also under development);
Lowered hardware costs through use of devices already in the hands of users;
Lessened security risk due to use of UDP node-based protocol;
No use of HTTPS or other less secure browser protocols;
No use of the Domain Name System (DNS);
Use of a proprietary highly secure, multiplexed encryption system;
Green-Tech Software dramatically lower energy use and cost than conventional approaches;
In summary, the acquisition of SIERRA gives Blok Tech access to a whole new suite of tools and proprietary techniques which are unique in the blockchain development space. Blok Tech looks forward to further announcements to its shareholders and the investment community at large.
We are very pleased with the potential of adding SIERRA to our blockchain-enabled product suite, said BLOK Tech Director Yari Nieken . The Sierra suite of products is feature-rich with blockchain technology, we believe it will be an efficient and effective technology solution for businesses and consumers. Fintech are key areas of focus for us, and we have strategically targeted these sectors for investment and product development.
I am delighted that we have found a solid partner in BLOK Tech to move our low power blockchain suite of tools forward, said SIERRA Vice President John Ryan . We have invested in the development and application of our technology platform and it is ready for blockchain business amalgamation and market deployment. Together with BLOK Tech we will commercialize our suite of products to serve the needs of consumer and industries in our target markets.
About BLOK Technologies Inc.
BLOK Technologies Inc. is a public company that invests in and develops companies in the blockchain and emerging technology sectors. The Companys approach is to provide capital, technology and management expertise to the companies it develops. BLOK Techs current portfolio includes Greenstream, a technology platform designed to effectively manage value transfer, supply chain integrity and identity verification in complex and highly regulated industries. This scalable and adaptable platform is being developed on the Hyperledger technology stack and with the support of Oracle Cloud infrastructure. BLOK Tech continues to grow its business into adjacent industries and emerging technologies. The Company systematically identifies early-stage technologies with potential to disrupt and innovate within their industry and invests the necessary resources to ensure the success of their projects.
For additional information regarding BLOK Technologies and other corporate information, please visit the Company's website at BLOKTECHINC.COM
ON BEHALF OF THE BOARD OF DIRECTORS
James Hyland President
For further information, please contact:
James Hyland , B.Comm . President, Director (604) 901-6349 jamie@bloktechinc.com
Statements in this news release may be viewed as forward-looking statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from those projected. There are no assurances the company can fulfill such forward-looking statements and the company undertakes no obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the company, some of which are beyond the companys control.
Source: BLOK Technologies Inc.
Upon consummation of the Acquisition, the existing Board of Directors of BLOK Tech will appoint one new Board member of the choosing of SIERRA to the Board of BLOK Tech.
Following consummation of the Acquisition, the new Board will name a new management team consisting of persons from either SIERRA, BLOK Tech or others of the Boards choosing.
The transaction is arms length.
About Sierra
SIERRA is a developer of various software tools and apps utilizing proprietary blockchain methodologies. SIERRA has a license agreement with Intensity Mining Corp. to develop new products derived from Intensitys proprietary low power blockchain suite of tools.
In the course of pursuing mining of various coins including Bitcoin and Litecoin, Intensity developed a mining methodology using several proprietary modules which allowed rapid mining of coins utilizing PCs running Windows. Intensity remains focused on improving its mining software and believes the suite of tools have other applications in Fintech, Logistics Management, Inventory, and other areas commonly associated with blockchain development, resulting in the product development license with Sierra Blockchain.
The major advantage of low-power blockchain is that applications which ordinarily would be designed using a cloud-based architecture can now be designed conceptually around a node protocol wherein each authorized user becomes a node on the blockchain connected by a UDP-based node-to-node connectivity protocol. The licensed low-power blockchain also has a proprietary, multiplexed encryption architecture which is highly secure.
The low-power blockchain is powered by devices which are already in the hands of the end users, and the node protocol greatly reduces the security risk of existing and commonly used architectures which require users to access the blockchain through the cloud.
The conceptual advantages of a low-power blockchain in wide-scale, multi-user applications are many-fold and include:
Use of Windows based desktops, laptops, and portable devices means end users will have immediate familiarity with the applications (IOS based applications are also under development);
Lowered hardware costs through use of devices already in the hands of users;
Lessened security risk due to use of UDP node-based protocol;
No use of HTTPS or other less secure browser protocols;
No use of the Domain Name System (DNS);
Use of a proprietary highly secure, multiplexed encryption system;
Green-Tech Software dramatically lower energy use and cost than conventional approaches;
In summary, the acquisition of SIERRA gives Blok Tech access to a whole new suite of tools and proprietary techniques which are unique in the blockchain development space. Blok Tech looks forward to further announcements to its shareholders and the investment community at large.
We are very pleased with the potential of adding SIERRA to our blockchain-enabled product suite, said BLOK Tech Director Yari Nieken . The Sierra suite of products is feature-rich with blockchain technology, we believe it will be an efficient and effective technology solution for businesses and consumers. Fintech are key areas of focus for us, and we have strategically targeted these sectors for investment and product development.
I am delighted that we have found a solid partner in BLOK Tech to move our low power blockchain suite of tools forward, said SIERRA Vice President John Ryan . We have invested in the development and application of our technology platform and it is ready for blockchain business amalgamation and market deployment. Together with BLOK Tech we will commercialize our suite of products to serve the needs of consumer and industries in our target markets.
About BLOK Technologies Inc.
BLOK Technologies Inc. is a public company that invests in and develops companies in the blockchain and emerging technology sectors. The Companys approach is to provide capital, technology and management expertise to the companies it develops. BLOK Techs current portfolio includes Greenstream, a technology platform designed to effectively manage value transfer, supply chain integrity and identity verification in complex and highly regulated industries. This scalable and adaptable platform is being developed on the Hyperledger technology stack and with the support of Oracle Cloud infrastructure. BLOK Tech continues to grow its business into adjacent industries and emerging technologies. The Company systematically identifies early-stage technologies with potential to disrupt and innovate within their industry and invests the necessary resources to ensure the success of their projects.
For additional information regarding BLOK Technologies and other corporate information, please visit the Company's website at BLOKTECHINC.COM
ON BEHALF OF THE BOARD OF DIRECTORS
James Hyland President
For further information, please contact:
James Hyland , B.Comm . President, Director (604) 901-6349 jamie@bloktechinc.com
Statements in this news release may be viewed as forward-looking statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from those projected. There are no assurances the company can fulfill such forward-looking statements and the company undertakes no obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the company, some of which are beyond the companys control.
Source: BLOK Technologies Inc.
Since the BCSC investigation into the BridgeMark Group (11/18/2018), Blok Technologies has seen the resignation of Director and Chairman Dr. Lui Franciosi (11/22/2018), Chief Financial Officer David Alexander (12/13/18), and now CEO & President Robert Dawson (1/7/19).
Let’s hope their replacements will get BLPFF back on track.
The Greenstream technology they are invested in (now past development stage) and the partnerships (Varipay, VPEG, and The Worx) hold great promise.
However, everything has been shadowed by the issues pertaining to the BridgeMark Group.
Clean house and be transparent. At least we are not hearing excuses and dragging along the toxic.
Predict we see a nasty dip for the week…let’s hope this changes the narrative.
It always works out :)
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