FTI FOODTECH INTERNATIONAL INC. FINANCIAL STATEMENTS & MANAGEMENT DISCUSSION & ANALYSIS FOR THE YEAR ENDED MARCH 31, 2013

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1 FTI FOODTECH INTERNATIONAL INC. FINANCIAL STATEMENTS & MANAGEMENT DISCUSSION & ANALYSIS FOR THE YEAR ENDED MARCH 31, 2013

2 CORPORATE STRATEGY FTI Foodtech International Inc. s (FTI or the company) efforts within the surplus goods industry allows it to leverage its strong long-term relationships with key distribution and buying groups to realize sales and profits for its shareholders. By providing an alternative distribution channel for Canadian manufacturers and importers, FTI has developed strong business relationships with many companies within the consumer goods industry. These surplus goods are then distributed throughout our network of wholesalers and retailers. For the 2014 fiscal year, the Company will continue in this field while exploring new opportunities for the Company. EXCHANGE LISTING TSX Venture Exchange (Symbol: FTI) TO THE SHAREHOLDERS The company s management has continued in the surplus goods industry while it has explored many long-term opportunities for the company. Appreciation is expressed to the staff of FTI Foodtech International Inc., to our associates in the food and surplus goods industries and to our shareholders for their continuing support. On Behalf of the Board of Directors William Hullah President BUSINESS ACTIVITIES Fiscal 2013 saw FTI continuing its activities in the surplus goods industry. With FTI s established network, multiple products with multiple buyers come together from around the globe. FTI operates the Toronto Office of the North American Barter Exchange Limited (NABEL). The barter exchange provides business to business communications for all its members products and services. Through NABEL, FTI has access to hundreds of member-companies that provide products and services throughout North America. The members of this exchange work as a source for surplus goods and an outlet to sell. The Company continues to distribute Ageless to new and existing clients. Ageless is an oxygen absorber product developed by Mitsubishi Gas Chemical Company. More recently, management has explored various opportunities for the Company, including ventures in the mining and technology sectors. CORPORATE GOVERNANCE FTI Foodtech International Inc. is committed to transparency in our operations and our approach to governance meets recommended standards. Disclosure of our compliance with existing corporate governance rules is part of the Information circular. MANAGEMENT S STATEMENT ON FINANCIAL REPORTING All information contained in this Annual Report of FTI Foodtech International Inc. including the financial statements, is the responsibility of management and has been approved by the Directors. Financial information presented throughout this report is consistent with the information presented in the financial statements which are prepared in accordance with generally accepted accounting principles. The Board of Directors carries out its responsibilities for the financial statements primarily through its Audit Committee, a majority of whom are not employees of the Corporation. The Audit Committee meets annually with management and the independent auditors both of whom have full and free access to the Committee.

3 INDEPENDENT AUDITORS' REPORT To the Shareholders of FTI Foodtech International Inc. We have audited the accompanying financial statements of FTI Foodtech International Inc. which comprise the balance sheets as at March 31, 2013 and March 31, 2012 and the statements of operations and comprehensive loss, changes in equity and cash flows for the years ended March 31, 2013 and March 31, 2012 and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of FTI Foodtech International Inc. as at March 31, 2013 and March 31, 2012, and its financial performance and its cash flows for the years ended March 31, 2013 and March 31, 2012 in accordance with International Financial Reporting Standards. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 2 in the financial statements which indicates that FTI Foodtech International Inc. incurred a net loss of $68,998 during the year ended March 31, This condition, along with other matters as set forth in Note 2, indicate the existence of material uncertainties that may cast significant doubt about the company's ability to continue as a going concern. Licensed Public Accountants Chartered Accountants July 25, 2013 Toronto, Ontario 1

4 Balance Sheets As at March 31, 2013 and March 31, Assets Current Cash $ 80 $ - Accounts receivable 4,307 8,258 Barter receivables (Note 4) 90, ,764 Inventories 5,599 5,152 Prepaid expenses and sundry receivables - 3, , ,074 Equipment (Note 5) 1,295 1,672 $ 101,680 $ 131,746 Liabilities Current Bank indebtedness $ - $ 600 Accounts payable and accrued liabilities 21,620 19,490 Advances from related company (Note 7) 85,997 48, ,617 68,685 Shareholders' Deficiency Share capital (Note 6) 4,972,849 4,972,849 Share option reserve (Note 6) 242, ,423 Accumulated deficit (5,221,209) (5,152,211) (5,937) 63,061 $ 101,680 $ 131,746 Going concern (Note 2) Approved by the Board "William Hullah" "Gary Hullah" Director (Signed) Director (Signed) See accompanying notes 2

5 Statements of Operations and Comprehensive Loss Years Ended March 31, 2013 and March 31, Product sales and other $ 44,633 $ 71,985 Cost of product sales 12,435 27,611 Gross profit 32,198 44,374 Expenses Amortization General and Administration fees 88,770 89,798 Salaries and Benefits 12,049 16, , ,373 Net loss and comprehensive loss $ (68,998) $ (61,999) Loss per share (Note 8) Basic and diluted $ (0.006) $ (0.005) Weighted average number of common shares outstanding (Note 8) Basic and diluted 12,445,563 12,445,563 See accompanying notes 3

6 Statements of Changes in Equity Years Ended March 31, 2013 and March 31, 2012 Share Capital Number of Common Share Option Accumulated Shares Amount Reserve Deficit Total Balance at April 1, ,445,563 $ 4,972,849 $ 242,423 $ (5,090,212) $ 125,060 Net loss and comprehensive loss (61,999) (61,999) Balance at March 31, ,445,563 4,972, ,423 (5,152,211) 63,061 Net loss and comprehensive loss (68,998) (68,998) Balance at March 31, ,445,563 $ 4,972,849 $ 242,423 $ (5,221,209) $ (5,937) See accompanying notes 4

7 Statements of Cash Flows Years Ended March 31, 2013 and March 31, Cash provided by (used in) Operations Net loss $ (68,998) $ (61,999) Items not affecting cash Amortization Bad debt expense (recovery) (3,745) (17,489) (72,366) (78,996) Net changes in non-cash working capital Accounts receivable 3,951 3,517 Barter receivables 26,110 61,998 Inventories (447) (2,615) Prepaid expenses and sundry receivables 3,900 - Accounts payable and accrued liabilities 2,130 (33,068) (36,722) (49,164) Financing Advances from related company 37,402 48,970 Net change in cash 680 (194) Bank indebtedness, beginning of year (600) (406) Cash (bank indebtedness), end of year $ 80 $ (600) See accompanying notes 5

8 Notes to Financial Statements March 31, 2013 and NATURE OF OPERATIONS The primary business of FTI Foodtech International Inc ("FTI" or "the Company") is the resale of liquidation merchandise. The Company owns the Toronto, Ontario franchise of the North American Barter Exchange Ltd. ("NABEL") for which it receives trading fees. The Company s registered address and principal place of business is Suite 202, 40 Wynford Drive, Don Mills, Ontario, M3C 1J5. 2. GOING CONCERN These financial statements have been prepared using International Financial Reporting Standards ( IFRS ) applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. For the year ended March 31, 2013, the Company reported a net loss of $68,998 ( $61,999) and the deficit has increased to $5,221,209 ( $5,152,211). The Company's ability to continue as a going concern is dependent upon its ability to develop and maintain profitable operations and to obtain additional financing. FTI is also concentrating its efforts on completing an acquisition of a suitable business. However, there is no assurance that this initiative will be successful and, as a result, there is substantial doubt regarding the going concern assumption. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the going concern assumption was inappropriate, and these adjustments could be material. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Statement of Compliance The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting Standards Board ("IASB"). The financial statements were authorized for issue by the Board of Directors of the Company on July 22, Functional Currency The financial statements are presented in Canadian dollars, which is the Company's functional and reporting currency. 6

9 Notes to Financial Statements March 31, 2013 and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Basis of Preparation These financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value, as explained in the accounting policies set out below. Cash and Bank Indebtedness Cash consist primarily of cash on hand less outstanding cheques, demand deposits with banks, money market accounts and other investments with original maturities of 90 days or less. During the years ended March 31, 2013 and March 31, 2012, the Company's bank accounts fluctuated between positive and negative balances depending on the timing of outstanding items. Barter Credits The Company's main business is conducted through the use of Barter Exchanges. Sales and purchases made through the Barter Exchanges result in the receipt and use of Barter Exchange Dollars ("Barter Credits"). Inventories Inventories comprising finished goods relate to liquidation merchandise, which are purchased for resale and are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. The cost of goods held comprises the cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Equipment Equipment assets are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognized so as to write off the cost of assets less their residual values over their useful lives, using the declining balance method as follows: Furniture and fixtures - 20% per annum Computer software - 45% per annum Computer hardware - 45% per annum The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. 7

10 Notes to Financial Statements March 31, 2013 and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Revenue Recognition Revenue from the resale of liquidation merchandise is recognized at the time of shipment and transfer of title to the customer has occurred (primarily to wholesalers and retailers) and collectability is reasonably assured. Sale of liquidation merchandise through the Barter Exchanges results in the earning of Barter Credits. In the case of returns, the Company s policy is to offer exchanges of merchandise of similar value for goods returned in a timely manner by the customers. Share-based Payments The Company uses the fair value method of accounting for options granted under its share purchase option plan. Options granted to directors, officers and employees are measured at fair value, which is charged to operations over the applicable vesting period, with an offsetting credit to share option reserve. Options granted to non-employees are measured at fair value of goods and services received unless that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted. Such expense is also charged to operations at the date the options are fully vested, with an offsetting credit to share option reserve. The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company s best estimate of the number of equity instruments that will ultimately vest. Consideration received upon exercise of share purchase options, along with the related amount previously recorded in share option reserve, is credited to share capital. Cash received on the exercise of stock options is recorded in share capital and the related compensation included in share option reserve is transferred to share capital to recognize the total consideration for the shares issued. Warrants For transactions involving the issuance of warrants, the Company measures these transactions at the fair value of the goods or services received, unless the fair value cannot be estimated reliably. In cases where the fair value cannot be estimated reliably, the Company measures these transactions by reference to the fair value of the equity instruments granted. When warrants expire, the fair value associated with the instruments is transferred to share option reserve from warrants. Income Taxes The Company accounts for income taxes in accordance with the liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to tax losses carried forward and differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the date of enactment or substantive enactment. 8

11 Notes to Financial Statements March 31, 2013 and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Income Taxes (Cont'd) Deferred income tax assets are recognized to the extent that management believes that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Loss per share Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted loss per share assumes conversion, exercise or contingent issuance of options, warrants and securities only when such conversion, exercise or issuance would have a dilutive effect on loss per share. For the years ended March 31, 2013 and March 31, 2012, no potential stock options are included in the computation as they are anti-dilutive. Provisions Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably. Accounting Estimates and Judgments The preparation of these financial statements requires management to make estimates and judgments and form assumptions that affect the reported amounts and other disclosures in these financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods. 9

12 Notes to Financial Statements March 31, 2013 and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Accounting Estimates and Judgments (Cont'd) Critical accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities. Critical estimates used in the preparation of these financial statements include, among others, the provision for doubtful accounts receivable, the provision for doubtful barter receivables, deferred income taxes, and the fair value of stock options issued. Financial Instruments Financial assets are classified as fair value through profit or loss ( FVTPL ), held-to-maturity ( HTM ), loans and receivables or available for sale ( AFS ). Financial liabilities are classified as fair value through profit or loss or as other financial liabilities. The following is a summary of the designations the Company has elected to apply to each of its significant categories of financial instruments outstanding as of March 31, 2013: Cash FVTPL Accounts receivable Loans and receivables Bank indebtedness FVTPL Accounts payable and accrued liabilities Other financial liabilities Advances from related company Other financial liabilities Financial Assets at Fair Value Through Profit or Loss ( FVTPL ) A financial asset is classified at FVTPL if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated as at FVTPL if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company s risk management strategy. Attributable transaction costs are recognized in profit or loss when incurred. FVTPL financial assets are measured at fair value, and changes, are recognized in profit or loss. Held to Maturity ( HTM ) Financial assets that have a fixed maturity date and which the Company has positive intention and the ability to hold to maturity are classified as held-to-maturity and are initially recognized at fair value and subsequently at amortized cost using the effective interest rate method. Transaction costs incurred to acquire held-to-maturity financial instruments are included in the underlying balance. Loans and Receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted on an active market. Loans and receivables are initially recognized at fair value and subsequently at amortized cost using the effective interest rate method. Transaction costs incurred to acquire loans and receivables financial instruments are included in the underlying balance. 10

13 Notes to Financial Statements March 31, 2013 and SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) Available for Sale ( AFS ) Available-for-sale assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. Financial assets classified as available forsale are carried at fair value with the changes in fair value recorded in other comprehensive income, except for investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured, which are measured at cost. Interest on available-for-sale assets is calculated using the effective interest rate method and is recognized in the net income. Transaction costs incurred to acquire available-for-sale financial instruments are included in the underlying balance. When there is objective evidence of impairment, the cumulative loss included in accumulated other comprehensive income is removed and recognized in net income. Gains and losses realized on disposal of available-for-sale securities are recognized in net income. Financial Liabilities at Fair Value Through Profit or Loss This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with the changes in fair value recognized in the statement of operations and comprehensive loss. Other Financial Liabilities Other financial liabilities include all financial liabilities other than those classified as at fair value through profit or loss and are recognized at amortized cost using the effective interest method. Accounting Standards Issued But Not Yet Applied IFRS 13, Fair Value Measurement, was issued in May This standard addresses the definition of fair value, sets out a single standard framework for measuring fair value and requires certain disclosures about fair value measurements. This standard is required to be applied for accounting periods beginning on or after January 1, 2013, with earlier adoption permitted. The Company is currently assessing the impact on its financial statements. IFRS 9, Financial Instruments, was issued by the IASB in October 2010 and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, The Company is currently assessing the impact on its financial statements. 11

14 Notes to Financial Statements March 31, 2013 and BARTER RECEIVABLES Included in barter receivables are Barter Credits from barter exchanges in the amount of $90,399 (March 31, $112,764) which are reflected net of a provision of $3,197 (March 31, $6,946) on NABEL barter credits. These amounts can only be realized through the purchase of goods and services through these barter exchanges. Management is satisfied that a sufficient value of transactions will be completed through the barter exchanges to realize the value of this balance in the 2014 fiscal year. 5. EQUIPMENT Cost Furniture Computer Computer and Fixtures Software Hardware Total Balance at March 31, 2013 and March 31, 2012 $ 29,525 $ 9,554 $ 15,950 $ 55,029 Furniture Computer Computer and Fixtures Software Hardware Total Accumulated depreciation Balance at April 1, 2011 $ 27,965 $ 9,435 $ 15,465 $ 52,865 Amortization expense Balance at March 31, ,277 9,471 15,609 53,357 Amortization expense Balance at March 31, 2013 $ 28,512 $ 9,496 $ 15,726 $ 53,734 Net book amount At March 31, 2012 $ 1,248 $ 83 $ 341 $ 1,672 At March 31, 2013 $ 1,013 $ 58 $ 224 $ 1, SHARE CAPITAL (a) Authorized Unlimited number of common shares without par value Unlimited number of preferred shares without par value 12

15 Notes to Financial Statements March 31, 2013 and SHARE CAPITAL (Cont'd) (b) Stock options The Company s Incentive Stock Option Plan, as amended by the Company s Board of Directors and approved by the TSX Venture Exchange in September 2005, is intended to attract, retain and motivate officers, salaried employees and directors who will make important contributions to the success of the Company. The right to exercise an award of options typically vests at the grant date unless otherwise determined by the Board of Directors at the time of grant. Options must be exercised during a period established by the Company, but in any event, within five years of the grant. A maximum of 670,000 common shares may be reserved for issuance pursuant to outstanding options at any one time. The following table presents information concerning stock options granted by the Company: Number of Options Weighted Average Exercise Price Beginning balance - April 1, 2011 and March 31, ,000 $0.10 Expired during the year (50,000) $0.10 Balance outstanding - March 31, ,000 $0.10 The following table summarizes information about the Company s outstanding stock options at March 31, 2013: Number of Options Exercisable Exercise Price Expiry Date 550, ,000 $ 0.10 October 15, , ,000 $ RELATED PARTY TRANSACTIONS Advances from related company are unsecured, non-interest bearing and due on demand. During the year, a corporation that owns a significant portion of the Company s share capital provided premises and administrative services for total consideration of $50,869 ( $64,800). At March 31, 2013, the Company owed this corporation $85,997 ( $48,595), which is unsecured, non-interest bearing and due on demand and has been included in advances from related company. During the year, the directors exchanged $20,000 NABEL credits ( $60,000) for $20,000 Trade Business Barter Exchange ( TBE ) barter credits ( $60,000) with FTI. During the year, the directors of the Company received and were owing a total of $16,501 ( $16,083) for services performed on behalf of the Company, which is included in advances from related company. 13

16 Notes to Financial Statements March 31, 2013 and LOSS PER SHARE Loss per share is determined by dividing the net loss for the period by the weighted average number of shares outstanding during the period. The weighted average number of common shares outstanding at March 31, 2013 amounted to 12,445,563. The calculation of diluted loss per common share excludes all options and warrants for all periods as they were anti-dilutive. The following table presents the maximum number of shares that would be outstanding if all dilutive instruments were exercised or converted as at, March 31, March 31, Weighted average common shares issued and outstanding 12,445,563 12,445,563 Stock options outstanding (Note 6(b)) 600, ,000 13,045,563 13,045, INCOME TAXES (a) Income Tax Expense The following table reconciles income taxes calculated at combined Canadian federal/ provincial tax rates with the income tax expense in the financial statements: Loss before income taxes $ (68,998) $ (61,999) Statutory rate % % Expected income tax recovery $ (18,284) $ (17,205) Effect on income taxes of: Change in deferred taxes not recognized (195,791) (79,073) Change in future tax rates and other 214,075 96,278 Income tax expense $ - $ - 14

17 Notes to Financial Statements March 31, 2013 and INCOME TAXES (Cont'd) (b) Deferred Income Taxes The temporary differences that give rise to deferred income tax assets and deferred income tax liabilities are presented below: March 31, March 31, Amounts related to tax loss carry forwards $ 643,705 $ 858,937 Equipment and intangible assets 82,983 78,192 Share issue costs - 3,634 Deferred tax asset 726, ,763 Less: deferred taxes not recognized (726,688) (940,763) $ - $ - (c) Loss and Tax Credit Carryforwards As at March 31, 2013, the Company has non-capital losses of $1,335,498 expiring as follows: 2014 $ 139, , , , , , , , ,907 $ 1,335,498 Capital losses of $2,187,156 may be carried forward indefinitely, however, certain restrictions apply as to the type of taxable income against which these amounts may be applied. The potential tax benefit relating to the non-capital and capital losses and tax credit carryforwards has not been reflected in these financial statements. 15

18 Notes to Financial Statements March 31, 2013 and FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company is exposed to financial risks arising from its financial instruments. The financial risks include market risk relating to interest rates and foreign exchange rates, credit risk and liquidity risk. Fair Value Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgement, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. The fair values of cash, accounts receivable, bank indebtedness, accounts payable and accrued liabilities, and advances from related company approximate their carrying values due to the shortterm maturity of these instruments. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the market interest rate. The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity. At March 31, 2013, the Company did not have any interest bearing financial assets or liabilities. Currency Risk The Company s functional currency is the Canadian dollar. The Company had a US Dollar denominated cash account in the current period. The majority of the Company s purchases are transacted in Canadian dollars. There were no trade accounts receivable or accounts payable denominated in a foreign currency at period end. The Company is therefore exposed to changes in currency in the cash account held, but not subject to any significant currency risks from operations. Credit Risk Credit risk is the risk of financial loss to the Company if a partner or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable (other than barter credits). The Company has deposited the cash with reputable financial institutions, from which management believes the risk of loss to be remote. The Company is exposed to credit risk with respect to its accounts receivable. The Company has net accounts receivable (other than barter credits) of $3,070 as at March 31, 2013 that are over 90 days old with no allowance for doubtful accounts. The carrying value of these instruments represents the Company s maximum exposure to credit risk. 16

19 Notes to Financial Statements March 31, 2013 and FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Cont'd) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company actively manages its liquidity through cash and equity management strategies. Such strategies include continuously monitoring forecasted and actual cash flows from operating, financing and investing activities, seeking to obtain credit under banking arrangements and opportunities to issue additional Company shares. The financial obligations of the Company mature in one year or less. 11. CAPITAL MANAGEMENT The Company s capital structure is comprised of shareholders equity and working capital. The Company's objectives when managing its capital is to maintain a conservative capital structure which will allow the Company to ensure that it has sufficient cash resources to fund ongoing operations and provide financial flexibility to execute on strategic opportunities. The Company manages its capital structure and makes adjustments according to market conditions to maintain flexibility while achieving the objectives stated above. To manage the capital structure, the Company may adjust capital spending, issue new shares or issue new debt. There were no changes to the Company s approach to capital management during the year. 17

20 FTI March 31, 2013 MD&A FTI FOODTECH INTERNATIONAL INC. MANAGEMENT S DISCUSSION & ANALYSIS FOR THE YEAR ENDED MARCH 31, 2013 The following management's discussion and analysis ("MD&A") of the performance, financial condition and future prospects of FTI Foodtech International Inc. (which is also referred to herein as "FTI" or the "Company") should be read in conjunction with the Company s 2013 audited financial statements. Further information relating to the Company may be accessed at All financial data herein has been prepared in accordance with International Financial Reporting Standard ("IFRS") and all dollar amounts herein are in Canadian dollars unless otherwise specified. This MD&A is dated as of July 29, FORWARD LOOKING STATEMENTS This MD&A may contain, without limitation, statements concerning possible or assumed future results preceded by, followed by or that include words such as believes, expects, anticipates, estimates, intends, plans and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees of future performance. They involve risks and uncertainties that may cause actual performance or results to be materially different from those anticipated in these forward-looking statements. FTI Foodtech International Inc. is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors except as required by law. These cautionary statements expressly qualify all forward-looking statements in the MD&A. This MD&A has been prepared based on information available as at July 29, OVERALL PERFORMANCE Fiscal 2013 consisted mainly small to medium sized deals in the surplus good industry, while management explored longterm opportunities for the company. Management has looked at deals within the mining and technology sectors. FINANCING There were no new financing activities during the 2013 fiscal year. SELECTED ANNUAL INFORMATION The following table highlights selected financial information for the Company s past three years: Year ended March 31, 2013 Year ended March 31, 2012 Year ended March 31, 2011 Revenue $44,633 $71,985 $269,300 Net Income (Loss) (68,998) (61,999) (40,646) Net Income (Loss) per Share (0.006) (0.005) (0.003) - basic and diluted* Total Assets 101, , ,024 Long Term Debt Nil Nil Nil Cash Dividends Declared per Share Nil Nil Nil T*The calculation of diluted earnings (loss) per share excludes options and warrants if they are anti-dilutive or if the average price of the Company s stock did not exceed the exercise prices subsequent to the grant dates. 1

21 RESULTS OF OPERATIONS FTI March 31, 2013 MD&A The revenue for this year over last year was down significantly revenues were $44,633 compared to 71,985 in 2012, a decrease of approximately 38%. This was as a result of management focusing on finding new opportunities for the company. The cost of product sales was down by approximately 55% in 2013 over the previous year. Gross margins we up slightly to 72% (Gross profit of $32,198) in 2013 from 62% (Gross profit of $44,374) in 2012 due to the availability of product with greater return. The loss per share for 2013 was $0.006 compared to a loss of $0.005 per share in Expenses In 2013 Advertising and Promotion was $528 ($100 in 2012), Bank and Financial Charges were $280 ($1,450 in 2012). Legal, Audit and Administrative Fees were $32,458 ($30,092 in 2012). SUMMARY OF QUARTERLY RESULTS The following information is provided for each of the 8 most recently completed quarters of the Company: Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS Jun Sep Dec Mar Jun Sep Dec Mar Total revenue 10,436 16,197 37,492 7,860 12,777 5,455 4,253 22,148 Net Income (Loss) - total - per share undiluted - per share diluted* (19,939) (0.003) (0.003) (22,072) (0.002) (0.002) 422 (0.000) (0.000) (20,410) (0.002) (0.002) (37,364) (0.003) (0.003) (17,067) (0.001) (0.001) (11,910) (0.001) (0.001) (2,657) (0.000) (0.000) * The calculation of diluted earnings (loss) per share excludes options and warrants if they are anti-dilutive or if the average price of the Company s stock did not exceed the exercise prices subsequent to the grant dates. FOURTH QUARTER The fourth quarter revenue in 2013 was $22,148, compared to $7,860 in This was mainly due to management focusing on finding long-term opportunities for the company. The fourth quarter had a loss of $2,657 in 2013 compared to a loss of $20,410 in LIQUIDITY At March 31, 2013 the Company had net working capital of approximately negative $7,232 comprising $80 cash and cash equivalents; $94,706 accounts receivable; $5,599 inventories; and $0 prepaid expenses and sundry receivables against accounts payable and accrued liabilities of $21,620; and advances from a related company of $85,997. This is compared to March 31, 2012 the Company had net working capital of approximately $61,389 comprising $0 cash and cash equivalents; $121,022 accounts receivable; $5,152 inventories; and $3,900 prepaid expenses and sundry receivables against accounts payable and accrued liabilities of $19,490; bank indebtedness of $600; and advances from a related company of $48,595. Included in accounts receivable are amounts receivable from barter exchanges in the amount of $90,399 ( $112,764). These amounts can only be realized through the purchase of goods and services through these barter exchanges. Management is satisfied that a sufficient value of transactions will be completed through these barter exchanges to realize a large portion of the value of this balance in the 2014 fiscal year. It is anticipated that realization on barter receivable and sales of inventory in the next fiscal year will increase the cash position of the Company. Cash flows from operating activities were negative $36,722 in 2013 compared to negative $49,164 in The use of cash was attributable to the loss for the year as well as increases in accounts receivable and accounts payable. Cash flows from financing activities resulted in a net inflow of $37,402 in 2013 compared to a net inflow of $48,970 in For the year ended March 31, 2013, the Company s primary source of cash inflows was generated from sale of goods. The Company does not have any long term debt. The Company has no financial commitments other than a month-tomonth sub-lease with Cardinal Biologicals Ltd., a corporation that owns a significant portion of the Company s capital stock for office space at Wynford Drive, Toronto, Ontario, for which it pays $50,869 per year. 2

22 FTI March 31, 2013 MD&A CONTRACTUAL OBLIGATIONS The Company has a sub-lease with Cardinal Biologicals Ltd., a corporation that owns a significant portion of the Company s capital stock for office space at Wynford Drive, Toronto, Ontario, for which it pays $50,869 per year. The Company has no other material contractual obligations, leases or commitments at March 31, TRANSACTIONS WITH RELATED PARTIES Amounts due from related company and due to related company are unsecured, are non-interest bearing and are repayable on demand. During the year, a corporation that owns a significant portion of the Company s capital stock provided premises and administrative services for total consideration of $50,869 ( $64,800). At March 31, 2013, the Company owed this corporation $85,997 ( $48,595), which is unsecured, non-interest bearing and due on demand and has been included in advance from related party. During the year, the directors of the Company purchased merchandise from the Company for $NIL ( $NIL) in NABEL credits and exchanged $20,000 NABEL barter credits for $20,000 Trade Business Barter Exchange ( TBE ) barter credits with FTI ( $60,000). During the year, $NIL ( $NIL) was paid to the Chief Executive Officer. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. These estimates are reviewed periodically, and as adjustments become necessary, they are made in the period in which they become known. Actual results could differ from these estimates. Revenue recognition Revenue from the sales goods is recognized at the time of shipment and transfer of title to the customer and collectability is reasonably assured. The Company does not provide for a right of return for these products. Trading fee revenue, comprising of a percentage of the value of each trade made between NABEL members, is recognized on a monthly basis upon receipt of trading reports from NABEL. Inventories Inventories are valued at the lower of cost and net realizable value. Cost is determined principally on a first-in, first-out basis. The nature of the Company s business can result in significant quantities of goods being purchased for sale over a number of years. These goods are reflected at cost until management determines that a write down to net realizable value is required. New accounting pronouncements Please refer to the notes of the financial statements of the Company dated March 31, 2013 for further information on the Company s accounting policies and estimates. CAPITAL STRUCTURE Outstanding share data: The Company is authorized by its Articles to issue an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. Shares Outstanding at Beginning of Period 12,445,563 Shares issued During Period - Shares Outstanding at End of Period 12,445,563 Shares Outstanding as of the date of this MD&A 12,445,563 The Company is governed by the Canada Business Corporations Act (the "CBCA") and has a unlimited maximum number of common shares. 3

23 FTI March 31, 2013 MD&A The Company's Incentive Stock Option Plan, as amended by the Company's Board of Directors and initially approved by the TSX Venture in August 2008, and reapproved annually by shareholders at the AGM, is intended to attract, retain and motivate officers, salaried employees and directors who will make important contributions to the success of the Company. The right to exercise an award of options typically vests at the grant date unless otherwise determined by the Board of Directors at the time of grant. Options must be exercised during a period established by the Company, but in any event, within five years of the grant. A maximum of 10% of the outstanding common shares may be reserved for issuance pursuant to outstanding options at any one time. Outstanding options at March 31, 2013 are as follows: Options Outstanding Exercise Price per Share Expiry Date 550,000 $0.10 October 15, 2015 Options Outstanding at Beginning of Period 600,000 Options exercised During Period - Options expired During Period 50,000 Options issued During Period 0 Options Outstanding at End of Period 550,000 Options Outstanding as of the date of this MD&A 550,000 The Company has not issued or retracted any shares or options between March 31, 2013 and the date of this MD&A. FINANCIAL INSTRUMENTS Under IFRS, all financial instruments must be classified into a defined category, namely, held-to-maturity, available for sale, loans and receivables, held-for-trading financial assets or financial liabilities and other financial liabilities. The carrying values of the Company s financial instruments are classified into the following categories: Fair value through profit and loss (a) $80 $ (600) Loans and receivables (b) 94, ,022 Other financial liabilities (c) 107,617 68,085 (a) Cash and cash equivalents, and bank indebtedness measured at fair value. (b) Accounts receivable, and advances to related party measured at amortized cost using the effective interest rate method. (c) Accounts payable and accrued liabilities, and advances from related party measured at amortized cost. Fair value Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgement, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. The fair values of cash and cash equivalents, short term investment, accounts receivable, accounts payable and accrued liabilities approximate their carrying values due to the short-term maturity of these instruments. The fair value of the amount due to related party is not determinable as there is no comparable market data. Currency risk The Company s functional currency is the Canadian dollar. The Company had a US Dollar denominated cash account in the current period. The majority of the Company s purchases are transacted in Canadian dollars. There were no trade accounts receivable or accounts payable denominated in a foreign currency at period end. The Company is therefore exposed to changes in currency in the cash account held, but not subject to any significant currency risks from operations. Commodity Prices The Company s operations do not involve the direct input or output of any commodities and therefore it is not subject to any significant commodity price risk. 4

24 FTI March 31, 2013 MD&A Credit Risk Credit risk is the risk of financial loss to the Company if a partner or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash equivalents, short term investment and accounts receivable. The Company deposits cash and cash equivalents with a reputable financial institution, from which management believes the risk of loss to be remote. The Company is exposed to credit risk with respect to its accounts receivable. The carrying value of these instruments represents the Company s maximum exposure to credit risk. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company actively manages its liquidity through cash and equity management strategies. Such strategies include continuously monitoring forecasted and actual cash flows from operating, financing and investing activities, available credit under existing banking arrangements and opportunities to issue additional Company shares. OFF-BALANCE SHEET ARRANGEMENTS As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed. OUTLOOK The company will increase its activities in the surplus goods industry while management will continue to explore longterm opportunities for the Company. Details regarding potential opportunities will be released in a timely manner as they become available. 5

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