TORONTO, Oct. 6, 2021 /CNW/ - Facedrive Inc.
("Facedrive" or the "Company") (TSXV: FD) (OTCQX:
FDVRF) today filed on SEDAR its change of auditor reporting package
pursuant to section 4.11 of National Instrument 51-102 –
Continuous Disclosure Obligations ("NI
51-102"). The reporting package provides information
about the resignation of Deloitte LLP ("Deloitte") as the
auditor of the Company.
As described in the reporting package, the Company confirms
that:
- the Company received a letter from Deloitte resigning effective
September 22, 2021.
- Deloitte resigned on its own initiative. Deloitte did not
resign at the Company's request.
- The resignation of Deloitte was not considered or approved by
the Company's audit committee ("Audit Committee") or board
of directors in advance of the 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 Company's Notice of Change of
Auditor dated July 16, 2021.
Deloitte began reviewing the Company's consolidated interim
financial statements for the quarter ended June 30, 2021 (the "Q2 2021 Interim Financial
Statements") in early August 2021
at the Company's request pursuant to an interim review engagement
(the "Interim Review Engagement") but were unable to
complete their work prior to the filing deadline of August 30, 2021. Once it became apparent,
based on communications with Deloitte, that the Interim Review
Engagement would require additional time beyond the allowable time
for the filing of the Q2 2021 Interim Financial Statements, the
Company determined to forego an auditors' review of the Q2 2021
Interim Financial Statements and terminated the Interim Review
Engagement with Deloitte. Deloitte's resignation as the
auditors appointed by the Company for its 2021 fiscal year preceded
the Company and Deloitte entering into a formal engagement
agreement for the audit engagement year. Although Deloitte had
conducted work on the Interim Review Engagement prior to the
termination of its appointment as the Company's auditors, Deloitte
did not commence any work on an audit engagement for the 2021
fiscal year, and has not rendered and will not render any advice or
opinion with respect to the Company's 2021 annual audited financial
statements (which are due to be filed by April 30, 2022).
- As a result of the work Deloitte commenced on the Interim
Review Engagement (before the termination of such engagement), and
the fact that Deloitte was unable to complete its review of the Q2
2021 Interim Financial Statements prior to Deloitte's resignation
as the Company's auditors, there remained certain unresolved issues
with respect to the Company's Q2 2021 Interim Financial Statements.
The Audit Committee discussed these issues with Deloitte prior to
the termination of the Interim Review Engagement. The Company has
authorized Deloitte to respond fully to inquiries by any successor
auditor of the Company regarding these topics.
As Deloitte did not complete their interim review procedures in
entirety, Deloitte was unable to conclude whether any material
modifications were needed to be made to the Q2 2021 Interim
Financial Statements. In Deloitte's opinion, the following
were the two unresolved issues from an accounting perspective prior
to termination of the Interim Review Engagement, which remained
unresolved at the time of Deloitte's resignation as the Company's
auditors.
- Deferred Income Tax Liabilities – Whether the
Company should reflect deferred income tax liabilities for the
recently acquired Food Hwy and Steer entities that were acquired in
2020.
- Whether the Company had any "Significant Influence" over
Tally – On August 7, 2020,
the Company entered and completed a definitive agreement to invest
in Tally Technology Group Inc. ("Tally"). Deloitte
inquired whether the Company has any significant influence over
Tally and, if so, whether the transaction should have been
accounted for using the equity method.
About Facedrive
Facedrive is a multi-faceted "people-and-planet first" tech
ecosystem offering socially-responsible services to local
communities with a strong commitment to doing business fairly,
equitably and sustainably. As part of this commitment, Facedrive's
vision is to fulfil its mandate through a number of services that
either leverage existing technologies of the Company or project
synergies with existing lines of business.
Facedrive's service offerings include its: (i) eco-friendly
rideshare business, Facedrive Rideshare; (ii) food delivery
service, Facedrive Foods; (iii) electric and hybrid vehicle
subscription business, Steer; (iv) contact-tracing and connected
health technology services, Facedrive Health; (v) e-commerce
platform, Facedrive Marketplace; and (vi) e-social platform,
Facedrive Social. Facedrive Rideshare was among the first to offer
a wide variety of environmentally and socially responsible
solutions in the Transportation 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 a subscription basis
through Steer). Facedrive Marketplace offers curated merchandise
typically created from sustainably sourced materials and linked to
social causes. Facedrive Foods offers contactless delivery of a
wide variety of foods right to consumers' doorsteps, with a focus
on doing so in a socially and environmentally-conscious manner.
Facedrive Social strives to keep people connected in a
physically-distanced world through its HiQ and other
e-socialization platforms that invite users to interact based on
common interests and by offering gamification and mutual community
support features. Facedrive Health strives to develop and offer
innovative technological solutions to the most acute health
challenges including its proprietary TraceSCAN wearable technology
for contact tracing.
Facedrive envisions changing the ridesharing, food delivery,
e-commerce, social and health tech narratives for the better, for
everyone, and is currently operational in Canada and the
United States.
For more about Facedrive, visit www.facedrive.com.
Facedrive Inc.
100 Consilium Pl, Unit 104, Scarborough,
ON, Canada M1H 3E3
www.facedrive.com
Forward-Looking Information
Certain information in this press release contains
forward-looking information. This information is based on
management's reasonable assumptions and beliefs in light of the
information currently available to us and are made as of the date
of this press release. Actual results and the timing of events
(such as its process and transition as to a new successor auditor)
may differ materially from those anticipated in the forward-looking
information as a result of various factors. Information regarding
our expectations of 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 instead 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 the forward-looking statements.
See "Forward-Looking Information" and "Risk Factors" in
Facedrive's Annual Management Discussion & Analysis (MD&A)
for the year ended December 31, 2020
(filed on SEDAR on April 30, 2021)
and its interim MD&A 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 statements and other risks.
Readers are urged to consider the uncertainties, risks and
assumptions carefully in evaluating the forward-looking information
and are cautioned not to place undue reliance on such information.
We have no intention and undertake 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 legislation and regulatory requirements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Facedrive Inc.