Personas Social Incorporated : - Consolidated FS 31 Dec 2021

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CONSOLIDATED FINANCIAL STATEMENTS

Personas Social Incorporated

For the Year Ended December 31, 2021 and the Ten Months Ended December 31, 2020

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Personas Social Incorporated:

Opinion

We have audited the consolidated financial statements of Personas Social Incorporated and its subsidiaries (together, the "Company"), which comprise the consolidated statements of financial position as at December 31, 2021 and 2020 and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity (deficiency) and cash flows for the year ended December 31, 2021 and ten-months' period ended December 31, 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2021 and ten-months' period ended December 31, 2020 in accordance with International Financial Reporting Standards ("IFRS").

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards ("GAAS"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audits of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss of $3,897,701 for the year ended December 31, 2021 and has an accumulated deficit of $39,367,508 as at December 31, 2021. As stated in Note 1, these events and conditions, along with other matters as set forth in Note 1 indicate that a material uncertainty exits that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis filed with the relevant Canadian securities' commissions, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

201 Bridgeland Avenue | Toronto	zeifmans.ca
Ontario | M6A 1Y7 | Canada	T: 416.256.4000

Zeifmans LLP is a member of Nexia International, a worldwide network of independent accounting and consulting firms.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be misstated. If based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audits of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with GAAS, we exercise professional judgement and maintain professional skepticism throughout the audits. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audits 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 Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audits resulting in this independent auditor's report is Ahmad Aslam, CPA, CA.

Toronto, Ontario	Chartered Professional Accountants
August 1, 2022	Licensed Public Accountants

Personas Social Incorporated

Consolidated Statements of Financial Position

As At December 31, 2021 and 2020

(Expressed in Canadian Dollars)

			December 31,	December 31,
	2021	2020
Assets
Current assets	$100,155	$87,241
Cash
Trade receivables, net of expected credit losses (Note 13)			181,908	246,164
Due from related parties (Note 11)	15,048	-
Other receivables and deposits	112,500	320,904
Finance lease receivable (Note 5)	-	182,810
Prepaid expenses and deposits	92,699	91,002
Total current assets	502,310	928,121
Non-current assets	-	51,213
Prepaid expenses
Finance lease receivable (Note 5)	-	436,551
Property and equipment (Note 6)	62,404	920,439
Goodwill (Note 4)	2,798,805	5,768,390
Total non-current assets	2,861,209	7176,593
Total assets	$3,363,519	$8,104,714
Liabilities
Current liabilities	$2,622,019	$3,158,036
Trade payables and accrued liabilities (Notes 7)
Customer deposits	1,523,212	1,399,669
Due to related parties (Note 11)	1,919,317	1,926,921
Secured notes (Note 10)	250,000	250,000
Finance lease liabilities (Note 15)	-	350,854
Total current liabilities	6,314,548	7,085,480
Non-current liabilities	-	67,977
Long term deposit
Finance lease liabilities (Note 15)	-	1,372,841
Government assistance	63,509	63,509
Provisions (Note 16)	1,254,456	86,200
Total non-current liabilities	1,317,965	1,590,527
Total liabilities	7,632,513	8,676,007
Shareholders' Equity (deficiency)	32,879,525	32,591,185
Share capital (Note 9)
Contributed surplus	2,137,134	2,603,696
Warrants reserve (Note 9)	81,855	862,245
Deficit	(39,367,508)	(36,628,419)
	(4,268,994)	(571,293)
Total liabilities and shareholders' equity (deficiency)	$3,363,519	$8,104,714
Nature of operations and going concern (Note 1)
Related party transactions (Note 11)
Legal proceedings, contingencies and provisions (Note 16)
Subsequent events (Note 19)
See accompanying notes
Approved on behalf of the Board
Mark Itwaru, Director	William Lavin, Director

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