| Note 10. Restatements of Previously Issued Consolidated Financial Statements |
Subsequent
to the original issuance of Loop Holdings's financial statements as of and for the period from October 23, 2014 (inception) through
February 28, 2015, for the quarterly periods ended May 31, 2015 and August 31, 2015, the management of the Company identified
certain misstatements during the periods. As a result of certain misstatements identified, its Board of Directors, in consultation
with the management and Li and Company, PC, its independent registered public accounting firm, concluded that its previously issued
financial statements for the periods, should no longer be relied upon because of certain misstatements identified. On December
1, 2014, the Company entered into consulting agreements with certain consultants ("the Consultants") for a period of
twelve (12) months from the date of signing. Upon signing of the agreements, the Consultants will be granted 890,000 fully vested,
nonforfeitable shares of Loop common stock. The Company valued 890,000 fully vested, nonforfeitable shares issued to the Consultants
for obtaining services at $0.80 per share, the most recent PPM price, or $712,000 and booked the fair value of the equity instruments
issued as consulting fees on the date of grant, which should have been booked as prepaid consulting fees on the date of grant
and the expense of the consulting services should have been recognized as those services are received. Accordingly, the Company
restated its previously issued financial statements for the periods. The details of the misstatements identified are set out below:
Misstatements
as of and for the period from October 23, 2014 (inception) through February 28, 2015:
| |
|
Misstatements
Dr.
(Cr.) |
|
|
Impact
to Statement of Operations – Income (Loss) |
|
| |
|
|
|
|
|
|
| (i) To reverse 890,000
fully vested, nonforfeitable shares issued to parties other than employees for acquiring goods or services originally recorded
as consulting fees on the date of grant. |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Common stock par
value $0.00001 |
|
$ |
7 |
|
|
|
|
| |
|
|
|
|
|
|
|
| Additional paid-in
capital |
|
|
711,993 |
|
|
|
|
| |
|
|
|
|
|
|
|
| Consulting fees |
|
|
(712,000 |
) |
|
|
712,000 |
|
| |
|
|
|
|
|
|
|
|
| (ii) To record 890,000
fully vested, nonforfeitable shares issued to parties other than employees for acquiring goods or services as prepaid consulting
fees on the date of grant. |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Prepaid consulting
fees |
|
|
712,000 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Common stock par
value $0.00001 |
|
|
(7 |
) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Additional paid-in
capital |
|
|
(711,993 |
) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
| (iii) To recognize
consulting fees as those services are received. |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Prepaid consulting
fees |
|
$ |
(177,999 |
) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Consulting fees |
|
|
177,999 |
|
|
|
(177,999 |
) |
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
$ |
534,001 |
|
Misstatement
as of and for the quarterly period ended May 31, 2015:
| |
|
Misstatements
Dr.
(Cr.) |
|
|
Impact
to Statement of Operations – Income (Loss) |
|
| |
|
|
|
|
|
|
| (iv) To recognize
consulting fees as those services are received. |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Prepaid consulting
fees |
|
$ |
(177,999 |
) |
|
|
|
| |
|
|
|
|
|
|
|
| Consulting fees |
|
|
177,999 |
|
|
|
(177,999 |
) |
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
$ |
(177,999 |
) |
Misstatement
as of and for the quarterly period ended August 31, 2015:
| |
|
Misstatements
Dr.
(Cr.) |
|
|
Impact
to Statement of Operations – Income (Loss) |
|
| |
|
|
|
|
|
|
| (v) To recognize
consulting service fees as those services are received |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Prepaid consulting
fees |
|
$ |
(177,999 |
) |
|
|
|
| |
|
|
|
|
|
|
|
| Consulting fees |
|
|
177,999 |
|
|
|
(177,999 |
) |
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
$ |
(177,999 |
) |
The
following tables present the impact of the above mentioned adjustments to the financial information
Balance
sheets information:
The
restated balance sheets are set out as follows:
| Loop
Industries, Inc. |
| Consolidated
Balance Sheets |
| |
|
August
31,
2015 |
|
|
August
31,
2015 |
|
|
August
31,
2015 |
|
| |
|
(Previously
Reported) |
|
|
(Adjustments) |
|
|
(Restated) |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
| |
|
|
|
|
|
|
|
|
|
| Assets
|
|
|
|
|
|
|
|
|
|
| Current
Assets |
|
|
|
|
|
|
|
|
|
| Cash
|
|
$ |
1,430,404 |
|
|
$ |
- |
|
|
$ |
1,430,404 |
|
| Prepayments
|
|
|
6,453 |
|
|
|
178,003 |
|
|
|
184,456 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
current assets |
|
|
1,436,857 |
|
|
|
178,003 |
|
|
|
1,614,860 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Property
and Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
| Equipment
|
|
|
9,801 |
|
|
|
- |
|
|
|
9,801 |
|
| Accumulated
depreciation |
|
|
(326 |
) |
|
|
- |
|
|
|
(326 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
property and equipment |
|
|
9,475 |
|
|
|
- |
|
|
|
9,475 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Intellectual
Property |
|
|
|
|
|
|
|
|
|
|
|
|
| Intellectual
property |
|
|
445,050 |
|
|
|
- |
|
|
|
445,050 |
|
| Accumulated
amortization |
|
|
(24,730 |
) |
|
|
- |
|
|
|
(24,730 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Intellectual
property, net |
|
|
420,320 |
|
|
|
- |
|
|
|
420,320 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
assets |
|
$ |
1,866,652 |
|
|
$ |
178,003 |
|
|
$ |
2,044,655 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities
and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
| Current
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts
payable |
|
$ |
114,452 |
|
|
$ |
- |
|
|
$ |
114,452 |
|
| Accrued
compensation - officer |
|
|
30,000 |
|
|
|
- |
|
|
|
30,000 |
|
| Advances
from related party |
|
|
52,768 |
|
|
|
- |
|
|
|
52,768 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
current liabilities |
|
|
197,220 |
|
|
|
- |
|
|
|
197,220 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Commitments
and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Stockholders'
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
| Common
stock par value $0.0001: 250,000,000 shares authorized; 29,810,800 and 20,498,750 shares issued and outstanding, respectively
|
|
|
2,981 |
|
|
|
- |
|
|
|
2,981 |
|
| Additional
paid-in capital |
|
|
3,373,290 |
|
|
|
- |
|
|
|
3,373,290 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated
deficit |
|
|
(1,706,839 |
) |
|
|
178,003 |
|
|
|
(1,528,836 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
stockholders' equity |
|
|
1,669,432 |
|
|
|
178,003 |
|
|
|
1,847,435 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
liabilities and stockholders' equity |
|
$ |
1,866,652 |
|
|
$ |
178,003 |
|
|
$ |
2,044,655 |
|
Statements
of operations information:
The
restated statements of operations are set out as follows:
| Loop
Industries, Inc. |
| Consolidated
Statements of Operations |
| |
|
|
For
the six months |
|
|
For
the six months |
|
|
For
the six months |
|
|
For
the three months |
|
|
For
the three months |
|
|
For
the three months |
|
| |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
| |
|
|
August
31, 2015 |
|
|
August
31, 2015 |
|
|
August
31, 2015 |
|
|
August
31, 2015 |
|
|
August
31, 2015 |
|
|
August
31, 2015 |
|
| |
|
|
(Previously
Reported) |
|
|
(Adjustments) |
|
|
(Restated) |
|
|
(Previously
Reported) |
|
|
(Adjustments) |
|
|
(Restated) |
|
| |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenue
|
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consulting
fees |
|
|
|
- |
|
|
|
355,998 |
|
|
|
355,998 |
|
|
|
- |
|
|
|
177,999 |
|
|
|
177,999 |
|
| Professional
fees |
|
|
|
100,344 |
|
|
|
- |
|
|
|
100,344 |
|
|
|
57,979 |
|
|
|
- |
|
|
|
57,979 |
|
| Research
and development |
|
|
|
117,044 |
|
|
|
- |
|
|
|
117,044 |
|
|
|
116,093 |
|
|
|
- |
|
|
|
116,093 |
|
| Research
and development - related party |
|
|
|
600,000 |
|
|
|
- |
|
|
|
600,000 |
|
|
|
400,000 |
|
|
|
- |
|
|
|
400,000 |
|
| General
and administrative expenses |
|
|
|
97,731 |
|
|
|
- |
|
|
|
97,731 |
|
|
|
78,535 |
|
|
|
- |
|
|
|
78,535 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total
operating expenses |
|
|
|
915,119 |
|
|
|
355,998 |
|
|
|
1,271,117 |
|
|
|
652,607 |
|
|
|
177,999 |
|
|
|
830,606 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss
from Operations |
|
|
|
(915,119 |
) |
|
|
(355,998 |
) |
|
|
(1,271,117 |
) |
|
|
(652,607 |
) |
|
|
(177,999 |
) |
|
|
(830,606 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other
(Income) Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign
currency transaction (gain) loss |
|
|
|
2,120 |
|
|
|
- |
|
|
|
2,120 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other
(income) expense, net |
|
|
|
2,120 |
|
|
|
- |
|
|
|
2,120 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss
before Income Tax Provision |
|
|
|
(917,239 |
) |
|
|
(355,998 |
) |
|
|
(1,273,237 |
) |
|
|
(652,607 |
) |
|
|
(177,999 |
) |
|
|
(830,606 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income
Tax Provision |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Loss |
|
|
$ |
(917,239 |
) |
|
$ |
(355,998 |
) |
|
$ |
(1,273,237 |
) |
|
$ |
(652,607 |
) |
|
$ |
(177,999 |
) |
|
$ |
(830,606 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings
per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Basic
and Diluted |
|
|
$ |
(0.04 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.07 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted
average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| -Basic
and Diluted |
|
|
|
22,637,020 |
|
|
|
22,637,020 |
|
|
|
22,637,020 |
|
|
|
11,638,510 |
|
|
|
11,638,510 |
|
|
|
11,638,510 |
|
Statement
of cash flows information:
The
restated statements of cash flows are set out as follows:
| Loop
Industries, Inc. |
| Consolidated
Statements of Cash Flows |
| |
|
For
the six months |
|
|
For
the six months |
|
|
For
the six months |
|
| |
|
ended |
|
|
ended |
|
|
ended |
|
| |
|
August
31,
2015 |
|
|
August
31,
2015 |
|
|
August
31,
2015 |
|
| |
|
(Previously
Reported) |
|
|
(Adjustments) |
|
|
(Restated) |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
| |
|
|
|
|
|
|
|
|
|
| Cash
Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
| Net
loss |
|
$ |
(917,239 |
) |
|
$ |
(355,998 |
) |
|
$ |
(1,273,237 |
) |
| Adjustments
to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation
expense |
|
|
326 |
|
|
|
- |
|
|
|
326 |
|
| Amortization
expense |
|
|
14,838 |
|
|
|
- |
|
|
|
14,838 |
|
| Common
shares issued for services |
|
|
- |
|
|
|
355,998 |
|
|
|
355,998 |
|
| Changes
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Prepayments
|
|
|
(503 |
) |
|
|
- |
|
|
|
(503 |
) |
| Accounts
payable |
|
|
114,452 |
|
|
|
- |
|
|
|
114,452 |
|
| Accrued
compensation - officer |
|
|
30,000 |
|
|
|
- |
|
|
|
30,000 |
|
| Intellectual
property obligation |
|
|
(212,880 |
) |
|
|
- |
|
|
|
(212,880 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Used in Operating Activities |
|
|
(971,006 |
) |
|
|
- |
|
|
|
(971,006 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash
Flows from Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Purchase
of property and equipment |
|
|
(9,801 |
) |
|
|
- |
|
|
|
(9,801 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Used in Investing Activities |
|
|
(9,801 |
) |
|
|
- |
|
|
|
(9,801 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash
Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Advances
from (Repayment to) stockholder |
|
|
(8,281 |
) |
|
|
- |
|
|
|
(8,281 |
) |
| Proceeds
from sale of common shares |
|
|
2,237,000 |
|
|
|
- |
|
|
|
2,237,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Provided by Financing Activities |
|
|
2,228,719 |
|
|
|
- |
|
|
|
2,228,719 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Change in Cash |
|
|
1,247,912 |
|
|
|
- |
|
|
|
1,247,912 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash
- beginning of period |
|
|
182,492 |
|
|
|
- |
|
|
|
182,492 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash
- end of period |
|
$ |
1,430,404 |
|
|
$ |
- |
|
|
$ |
1,430,404 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Supplemental
disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest
paid |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Income
tax paid |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|