ENTHEOS CAPITAL CORP.

Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in Canadian Dollars)

1500 - 409 Granville Street

Vancouver, BC

V6C 1T2

1

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF ENTHEOS CAPITAL CORP.

Opinion

We have audited the financial statements of Entheos Capital Corp. (the "Company"), which comprise:  the statement of financial position as at December 31, 2020;

 the statement of loss and comprehensive loss for the year then ended;

 the statement of changes in shareholders' equity (deficiency) for the year then ended;  the statement of cash flows for the year then ended; and

 the notes to the financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the 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 financial statements, which indicates that the Company has not achieved profitable operations and expects to incur further losses. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists 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 Matter

The financial statements of the Company for the year ended December 31, 2019 were audited by another auditor who expressed an unmodified opinion on those financial statements on April 20, 2020.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the 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 financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditors' report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

2

Vancouver

Langley

Nanaimo

1700 - 475 Howe St

305 - 9440 202 St

201 - 1825 Bowen Rd

Vancouver, BC V6C 2B3

Langley, BC V1M 4A6

Nanaimo, BC V9S 1H1

T: 604 687 1231

T: 604 282 3600

T: 250 755 2111

Smythe LLP | smythecpa.com

F: 604 688 4675

F: 604 357 1376

F: 250 984 0886

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, 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.

In preparing the 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.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 Canadian generally accepted auditing standards 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 financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the 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 audit 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 auditors' report to the related disclosures in the 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 auditors' 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

3

Vancouver

Langley

Nanaimo

1700 - 475 Howe St

305 - 9440 202 St

201 - 1825 Bowen Rd

Vancouver, BC V6C 2B3

Langley, BC V1M 4A6

Nanaimo, BC V9S 1H1

T: 604 687 1231

T: 604 282 3600

T: 250 755 2111

Smythe LLP | smythecpa.com

F: 604 688 4675

F: 604 357 1376

F: 250 984 0886

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 audit resulting in this independent auditors' report is Michelle Chi Wai So.

Chartered Professional Accountants

Vancouver, British Columbia

February 18, 2021

4

Vancouver

Langley

Nanaimo

1700 - 475 Howe St

305 - 9440 202 St

201 - 1825 Bowen Rd

Vancouver, BC V6C 2B3

Langley, BC V1M 4A6

Nanaimo, BC V9S 1H1

T: 604 687 1231

T: 604 282 3600

T: 250 755 2111

Smythe LLP | smythecpa.com

F: 604 688 4675

F: 604 357 1376

F: 250 984 0886

ENTHEOS CAPITAL CORP.

Statements of Financial Position

(Expressed in Canadian Dollars)

As at December 31

2020

2019

ASSETS

Current

Cash

$

882,821

$

1,220

Accounts receivable

1,409

6,147

Loan receivable (Note 4)

-

68,388

Investments (Note 5)

-

872

Prepaid expenses

3,109

2,249

$

887,339

$

78,876

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current

Accounts payable and accrued liabilities (Note 6)

$

48,926

$

130,721

Shareholders' equity (deficiency)

Share capital (Note 7)

10,924,779

9,891,279

Reserves

625,507

625,507

Deficit

(10,711,873)

(10,568,631)

838,413

(51,845)

$

887,339

$

78,876

Nature of operations and going concern (Note 1)

On behalf of the Board:

"Brayden Sutton"

"Joshua Taylor"

Director

Director

The accompanying notes are an integral part of these financial statements.

5

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Waterfront Capital Corporation published this content on 14 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 January 2022 15:11:09 UTC.