DESTINY MEDIA TECHNOLOGIES INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA DESTINY MEDIA TECHNOLOGIES, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID No. 995 ) 22 Consolidated Balance Sheets as of August 31, 2023 and 2022 24 Consolidated Statements of Comprehensive Income for the years ended August 31, 2023 and 2022 25 Consolidated Statements of Stockholders' Equity for the years ended August 31, 2023 and 2022 26 Consolidated Statements of Cash Flows for the years ended August 31, 2023 and 2022 27 Notes to Consolidated Financial Statements for the years ended August 31, 2023 and 2022 28 21 Report of Independent Registered Public Accounting Firm To the Shareholders and Directors of Destiny Media Technologies Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying balance sheets of Destiny Media Technologies Inc. (the "Company") as of August 31, 2023 and 2022, and the related consolidated statements of comprehensive income, cash flows, and stockholders’ equity for each of the years in the two years in the period ended August 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended August 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of labour costs capitalized to computer software and software under development As discussed in note 2 of the consolidated financial statements, the Company capitalizes costs related to application development activities that results in additional functionality. As discussed in note 3 and 4 of the consolidated financial statements, labour costs of $682,617 were capitalized to software under development in intangible assets, of which $559,044 was subsequently reclassified to computer software in property and equipment. We identified the evaluation of labour costs capitalized to computer software and software under development as a critical audit matter. The complexity in determining whether the costs were incurred for software enhancement activities resulting in additional functionality required significant audit effort. Our audit procedures related to the evaluation of labour costs capitalized to computer software and software under development included the following, among others: We reviewed the underlying software enhancement project plans and assessed the nature of the activities performed to determine whether recognition criteria for internal-use software are met. We evaluated management’s calculation of the labour costs to be capitalized by performing the following: We tested the completeness of the data used in management’s calculation by agreeing the total time shown in the data set to the task tracking software for the entire fiscal year, including non-capitalizable time and capitalizable tasks. 22 We tested the accuracy of the data used in management’s calculation by agreeing the entry details to the details exported from the task tracking software. We recalculated a sample of labour costs capitalized to computer software and software under development using data from the task tracking software. We compared the completion date of the software enhancement projects to the projects completion report to verify the appropriateness of transferring certain assets from intangible assets to property and equipment during the fiscal year. /s/ Smythe LLP Smythe LLP Chartered Professional Accountants We have served as the Company's auditor since 2022. Vancouver, Canada November 28, 2023 23 DESTINY MEDIA TECHNOLOGIES, INC. Consolidated Balance Sheets Notes August 31, 2023 August 31, 2022 ASSETS Cash and cash equivalents $ 2,002,769 $ 2,095,928 Accounts receivable, net of allowance for doubtful accounts of $ 41,331 (2022 - $ 39,518 ) 9 432,501 483,774 Other receivables 58,519 29,600 Prepaid expenses 72,014 83,242 Deposits 32,214 33,305 Total current assets 2,598,017 2,725,849 Property and equipment, net 3 642,207 311,792 Intangible assets, net 4 645,474 529,717 Total assets $ 3,885,698 $ 3,567,358 LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable $ 110,203 $ 116,290 Accrued liabilities 267,144 319,738 Deferred revenue 34,710 21,043 Total current liabilities 412,057 457,071 Total liabilities 412,057 457,071 Commitments and contingencies 8 - - Stockholders' equity Common stock, par value $ 0.001 , authorized 20,000,000 shares. Issued and outstanding - 10,096,610 shares (2022 - 10,122,261 shares) 6 10,096 10,122 Additional paid-in capital 6 9,242,671 9,115,848 Accumulated deficit ( 5,304,367 ) ( 5,639,465 ) Accumulated other comprehensive loss ( 474,759 ) ( 376,218 ) Total stockholders' equity 3,473,641 3,110,287 Total liabilities and stockholders' equity $ 3,885,698 $ 3,567,358 The accompanying notes are an integral part of these consolidated financial statements . 24 DESTINY MEDIA TECHNOLOGIES, INC. Consolidated Statements of Comprehensive Income For the years ended December 31, Notes 2023 2022 Service revenue 8 $ 4,034,384 $ 4,023,910 Cost of revenue Hosting costs 114,881 178,567 Internal engineering support 49,353 61,793 Customer support 279,667 350,161 Third-party and transactions costs 71,215 66,278 515,116 656,799 Gross margin 3,519,268 3,367,111 87.2 % 83.7 % Operating expenses General and administrative 769,613 980,381 Sales and marketing 872,679 1,011,199 Product development 1,337,445 1,099,618 Depreciation and amortization 3,4 238,355 142,662 3,218,092 3,233,860 Income from operations 301,176 133,251 Other income Interest and other income 36,498 9,153 Gain on disposal of assets 3,5 - 11,018 Net income before income tax $ 337,674 $ 153,422 Current income tax expense ( 2,576 ) ( 4,348 ) Net income $ 335,098 $ 149,074 Foreign currency translation adjustments ( 98,541 ) ( 115,085 ) Total comprehensive income $ 236,557 $ 33,989 Net income per common share Basic and diluted 6 $ 0.03 $ 0.01 Weighted average common shares outstanding: Basic and diluted 6 10,119,454 10,169,426 The accompanying notes are an integral part of these consolidated financial statements . 25 DESTINY MEDIA TECHNOLOGIES, INC. Consolidated Statements of Stockholders' Equity Common stock Notes Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Balance, August 31, 2021 10,265,361 $ 10,266 $ 9,157,804 $ ( 5,788,539 ) $ ( 261,133 ) $ 3,118,398 Total comprehensive income - - - 149,074 ( 115,085 ) 33,989 Stock-based compensation - - 148,576 - - 148,576 Stock options repurchased and retired - - ( 11,275 ) - - ( 11,275 ) Common shares retired ( 143,100 ) ( 144 ) ( 179,257 ) - - ( 179,401 ) Balance, August 31, 2022 10,122,261 $ 10,122 $ 9,115,848 $ ( 5,639,465 ) $ ( 376,218 ) $ 3,110,287 Balance, August 31, 2022 10,122,261 $ 10,122 $ 9,115,848 $ ( 5,639,465 ) $ ( 376,218 ) $ 3,110,287 Total comprehensive income - - - 335,098 ( 98,541 ) 236,557 Stock-based compensation 6(b) - - 147,932 - - 147,932 Stock options repurchased and retired - - - - - - Common shares retired 6(a) ( 25,651 ) ( 26 ) ( 21,109 ) - - ( 21,135 ) Balance, August 31, 2023 10,096,610 $ 10,096 $ 9,242,671 $ ( 5,304,367 ) $ ( 474,759 ) $ 3,473,641 The accompanying notes are an integral part of these consolidated financial statements . 26 DESTINY MEDIA TECHNOLOGIES, INC. Consolidated Statements of Cash Flows For the years ended August 31, Notes 2023 2022 Operating Activities Net income $ 335,098 $ 149,074 Adjustments to reconcile net income to net cash provided (used) in operations: Depreciation and amortization 3, 4 238,355 142,662 Stock-based compensation 6(b) 147,932 148,576 Allowance for doubtful accounts 3,129 39,518 Gain on disposal of assets 3, 5 - ( 11,018 ) Impairment expense 2,683 Unrealized foreign exchange gain/(loss) ( 148 ) 29,517 Changes in non-cash working capital: Accounts receivable 120,729 ( 178,935 ) Other receivables ( 29,692 ) 22,589 Prepaid expenses and deposits 9,982 19,373 Accounts payable ( 99,329 ) ( 26,843 ) Accrued liabilities ( 34,861 ) ( 33,747 ) Deferred revenue 14,439 13,247 Operating lease liability ( 9,498 ) Net cash provided by operating activities 705,634 307,198 Investing Activities Development of software ( 130,516 ) ( 366,508 ) Purchase of property, equipment, and intangibles 3, 4 ( 585,508 ) ( 326,338 ) Net cash used in investing activities ( 716,024 ) ( 692,846 ) Financing Activities Common stock repurchased for cancellation 6(a) ( 21,135 ) ( 179,401 ) Repurchase of stock options for retirement - ( 11,275 ) Net cash used in financing activities ( 21,135 ) ( 190,676 ) Effect of foreign exchange rate changes on cash and cash equivalents ( 61,634 ) ( 80,410 ) Net decrease in cash and cash equivalents ( 93,159 ) ( 656,734 ) Cash and cash equivalents, beginning of year 2,095,928 2,752,662 Cash and cash equivalents, end of year $ 2,002,769 $ 2,095,928 Supplementary disclosure: Interest paid $ - $ - Income taxes paid $ 2,576 $ 4,348 The accompanying notes are an integral part of these consolidated financial statements . 27 DESTINY MEDIA TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2023 1. ORGANIZATION AND BASIS OF PRESENTATION Destiny Media Technologies Inc. (the "Company") was incorporated in August 1998 under the laws of the State of Colorado and the corporate jurisdiction was changed to Nevada effective October 8, 2014. The Company develops technologies that allow for the distribution over the internet of digital media files in either a streaming or digital download format. The technologies are proprietary. The Company operates out of Vancouver, BC, Canada and serves customers predominantly located in the United States, Europe, and Australia. The Company's stock is listed for trading under the symbol "DSNY" on the OTCQB U.S. in the United States, under the symbol "DSY" on the TSX Venture Exchange (the "TSXV") and under the symbol "DME" on the Berlin, Frankfurt, Xetra and Stuttgart exchanges in Germany. Basis of Presentation and Principles of Consolidation The Company's consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries: Destiny Software Productions, Inc. ("DSNY"), MPE Distributions, Inc. ("MPE"), Tonality, Inc. ("Tonality"), and Sonox Digital Inc. ("Sonox"). All intercompany transactions and balances have been eliminated on consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to the labour capitalized to software under development and computer software, the recoverability of long-term assets including property and equipment, intangible assets, amortization expense, and valuation of stock-based compensation. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents The Company's cash include cash in readily available checking accounts. The Company's cash equivalents consist of investments in mutual funds with a major Canadian financial institution that earn interest at variable interest rates ranging from 4.55 % - 4.90 %. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Accounts receivable Trade receivables are amounts due from customers for services rendered in the ordinary course of business. Accounts receivable are non-interest bearing and are due for settlement in full within 30-60 days, depending on a contract. Trade receivables are shown net of allowance for bad or doubtful accounts. 28 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT'D Allowance for doubtful accounts The Company establishes an allowance for doubtful accounts to ensure trade and other receivables are not overstated due to non-collectability. The Company's allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The amount ultimately realized from trade accounts receivable may differ from the amount estimated in the consolidated financial statements based on collection experience. The Company had $ 41,331 and $ 39,518 in allowance at August 31, 2023 and 2022, respectively. The Company recorded $ 3,129 and $ 44,304 in bad debt for the years ended August 31, 2023 and 2022, respectively. Property and equipment, net Property and equipment are recorded at cost, less accumulated depreciation . Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the asset and is calculated using the following rates, commencing upon utilization of the assets: Furniture and fixtures 20 % Computer hardware 30 % Computer software 50 % Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in net income (loss). Intangible assets, net Our software solutions are offered to our customers through software as a service delivery models. Development costs associated with the certain solutions offered exclusively through a software as a service model are accounted for in accordance with ASC 350-40 Internal-Use Software . Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. We capitalize direct costs related to application development activities that are probable to result in additional functionality. Capitalization is limited to costs that are directly attributable to the specific software application and incurred during the application development stage. These costs may include but are not limited to: Direct costs of materials and services consumed in developing or obtaining internal-use software. Costs of employees directly associated with the development project, including employee compensation and benefits. Costs of third-party services utilized in the development process. Costs associated with maintenance, training, and general and administrative activities are expensed as incurred. The Company assesses the probability of completing the software development and the intended use of the software application to determine the eligibility of costs for capitalization. Once a project reaches the stage where it is probable that the software will provide additional functionality, capitalization begins, and costs are capitalized until the project is substantially complete and ready for its intended use. The capitalized costs are amortized on a straight-line basis over the estimated useful life of the software, typically not exceeding two years. Patents, trademarks and lists are stated at cost. Depreciation and amortization of patents, trademarks and lists are taken over the estimated useful lives of the assets and is calculated using the straight-line method over 3 years, commencing upon utilization of the assets. Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Intangible assets that are not subject to amortization are tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded for the years ended August 31, 2023 and 2022. 29 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT'D Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company's leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Revenue recognition The Company's revenue is derived from software as a service (SaaS) arrangement. The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers . The core principle of ASC 606 is to recognize revenue upon the transfer of products or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (1) identify the contract(s) with customers; (2) identify the separate performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the separate performance obligations in the contract; and (5) recognize revenue when (or as) the performance obligations are satisfied. The Company applies the five-step model to recognize revenue as follows: (1) Identification of the contract, or contracts, with the customer The Company considers the terms and conditions of written contracts and its customary business practices in identifying its contracts under ASC 606. The Company determines that it has a contract with a customer when the contract is executed, the Company can identify each party's rights regarding the services to be transferred, the Company can identify the payment terms for the services, the Company has determined that the customer has the ability and intent to pay, and the contract has commercial substance. In general, contract terms will be reflected in a written document that is signed by both parties. (2) Identification of the performance obligation in the contract Performance obligations are promises in a contract to transfer distinct products or services to a customer and is the unit of account under ASC 606. A contract's transaction price is allocated to each distinct performance obligation and revenue is recognized when the performance obligation is satisfied. A product or service is a distinct performance obligation if the customer can both benefit from the product or service either on its own or together with other resources that are readily available to the customer, and it is separately identifiable from other items within the context of the contract. Performance obligations are satisfied by transferring control of the product or service to the customer. Control of the product or service is transferred either at a point in time or over time depending on the performance obligation. 30 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT'D To the extent a contract includes multiple promised services or products, the Company applies judgment to determine whether promised services or products are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised services are accounted for as a combined performance obligation. The Company generates revenue primarily from usage fees for the Company's digital media distribution service. Usage fees are generally recognized as they are billed based on volume and size of distribution services provided in a given month. The Company's other performance obligations include maintenance services, email and phone support, and unspecified software updates released when, and if, available. Under the guidance of ASC 606, the Company has concluded that maintenance services and unspecified software upgrades are not distinct in the context of the Company's contracts because the Company's service is considered a multi-tenant software environment, and these activities represent a single combined performance obligation in connection with the Company's digital media distribution service, recognized at a point in time when the service is delivered to the customer. Support activities are considered a separate performance obligation which is satisfied over time; however, such activities are performed substantially concurrently with the satisfaction of digital media distribution services. From time to time, certain of the Company's contracts contain additional separate performance obligations, including specific enhancements and upgrades. (3) Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for providing services to the customer. Digital media distribution services may be subject to either fixed or variable pricing. Variable consideration is allocated entirely to distinct service periods when it can be tied to a single performance obligation. Variable consideration is estimated and included in the transaction price if, in the Company's judgment, it is probable that there will not be a significant future reversal of cumulative revenue under the contract. When variable consideration is contingent and cannot be tied to a single performance obligation performed in a particular billing period, the Company estimates contingent variable consideration using the most likely method and recognizes consideration to the extent that the estimate for variable consideration is not constrained pursuant to the guidance provided in ASU 606. A significant financing component generally does not exist under the Company's standard contracting and billing practices. (4) Allocation of the transaction price to the performance obligations in the contract If the contract contains a single combined performance obligation, the entire transaction price is allocated to the single combined performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on its standalone selling price ("SSP") in relation to the total fair value of all performance obligations in the arrangement. The majority of the Company's contracts contain two separate performance obligations that are performed concurrently. The Company allocates consideration to each performance obligation under the guidance of ASC 606 on a relative standalone selling price basis. Where SSP is not directly observable, the Company determines the SSP using information that may include market conditions and other observable inputs. Consideration associated with support activities, specified enhancements and upgrades are estimated using a cost-plus reasonable margin approach, as there is no observable SSP. (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company recognizes revenue when the services are delivered to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company is principally responsible for the satisfaction of its distinct performance obligations, which are satisfied either at a point in time or over a period of time. 31 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT'D Performance obligations satisfied at a point in time Media distribution services comprise the majority of distinct performance obligations that are satisfied at a point in time, and revenue is recognized at the point in which the distribution service has been completed. Consideration for these services is typically billed in the same period that the service has been delivered to the customer. Performance obligations satisfied over a period of time Customer support activities comprise the majority of distinct performance obligations that are satisfied over a period of time. Revenue from support activities is recognized over an estimated support period since this activity is considered a 'stand-ready obligation'. This support period is substantially concurrent with the performance of media distribution services, as these services are performed substantially in conjunction with the related distribution. Any support activities provided outside of this billing period are not considered material. Revenue from specified enhancements and upgrades is recognized over an estimated performance period. Contract Costs Contract costs consists of two components, customer acquisition costs and costs to fulfill a contract. Customer acquisition costs are capitalized only if the costs are incrementally incurred to obtain a customer contract and may consist of sales commissions paid to sales personnel or third-party resellers. Generally, the Company does not incur any contract costs outside of the period that the related revenue is recognized. Contract Modifications Contract modifications may create new, or change existing, enforceable rights and obligations of the parties to the contract. We generally modify an existing contract using an addendum or signed change order. A contract modification is accounted for as a new contract if it reflects an increase in scope that is regarded as distinct from the original contract and is priced in-line with the standalone selling price for the related product or services obligated. If a contract modification is not considered a new contract, the modification is combined with the original contract and the impact on the revenue recognition profile depends on whether the remaining products and services are distinct from the original contract. If the remaining goods or services are distinct from those in the original contract, all remaining performance obligations will be accounted for on a prospective basis with unrecognized consideration allocated to the remaining performance obligations. If the remaining goods or services are not distinct, the modification will be treated as if it were a part of the existing contract, and the effect that the contract modification has on the transaction price, and on our measure of progress toward satisfaction of the performance obligations, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) at the date of the contract modification on a cumulative catch-up basis. Cost of revenue Cost of revenue primarily consists of personnel costs for our operations service and technical support employees and engineering support staff, cloud infrastructure costs, incremental transaction costs such as merchant and processing fees, and costs of external customer support software and services. In each case, personnel costs include salaries, benefits and any other compensation paid to such staff. Translation of foreign currencies The Company's functional currency is the U.S. dollar. Financial statements of foreign operations for which the functional currency is the local currency are translated into U.S. dollars with assets and liabilities translated at the rate of exchange in effect at the balance sheet date and revenue and expense items translated at the average rates for the period. Unrealized gains and losses resulting from the translation of the financial statements into the reporting currency are deferred and accumulated in a separate component of stockholders' equity as a foreign currency translation gain (loss) in accumulated other comprehensive income (loss). Transactions denominated in foreign currencies are translated into the reporting currency at the exchange rate in effect on the transaction date. These foreign currency gains and losses are included as a component of general and administrative expenses in the consolidated statements of comprehensive income. 32 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT'D The Company operates internationally, which gives rise to the risk that cash flows may be adversely impacted by exchange rate fluctuations. The Company has not entered into contracts for foreign exchange hedges. Income taxes The Company utilizes the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes . Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis that give rise to the differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, we consider projected future taxable income and the availability of tax planning strategies. If in the future we determine that we would not be able to realize our recorded deferred tax assets, an increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is 50% or less likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the consolidated financial statements. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated financial statements. The Company's evaluation was performed for the tax years which remain subject to examination by major tax jurisdictions. The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company's financial results. In the event the Company has received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as general and administrative expense. Stock-based compensation Stock-based compensation expense for employees and directors is recognized in the consolidated statements of comprehensive income based on estimated amounts, including the grant date fair value and the expected service period. For stock options, we estimate the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. We estimate the expected future volatility based on the Company's historical price volatility. The stock's future volatility may differ from the estimated volatility at the grant date. Our estimate of the forfeiture rate is based primarily on our historical experience. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. When awards are forfeited because non-market based vesting conditions are not satisfied, the expense previously recognized is proportionately reversed. We recognize the value of the awards over the awards' requisite service or performance periods. The requisite service period is generally the time over which our stock-based awards vest. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. Comprehensive income (loss) Comprehensive income (loss) includes all changes in equity except those resulting from investments by owners and distributions to owners. Accumulated other comprehensive income (deficit) consists only of accumulated foreign currency translation adjustments for all years presented. 33 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT'D Earnings per share Net income per common share (basic) is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Net income per common share (diluted) is calculated by dividing net income for the period by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding common share equivalents. This method requires that the dilutive effect of outstanding options and warrants issued be calculated using the treasury stock method. Under the treasury stock method, all common share equivalents have been exercised at the beginning of the period (or at the time of issuance, if later), and that the funds obtained thereby were used to purchase common shares of the Company at the average trading price of common shares during the period, but only if dilutive. Fair value measurements The Company uses the fair value hierarchy to measure the value of its financial instruments. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: Level 1 - Quoted prices for identical assets or liabilities in active markets. Level 2 - Quoted prices for identical or similar assets and liabilities in markets that are not active; or other model-derived valuations whose inputs are directly or indirectly observable or whose significant value drivers are observable. Level 3 - Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable and for which assumptions are used based on management estimates. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The book value of cash and cash equivalents, accounts receivable, other receivables, deposits, accounts payable and accrued liabilities, and deferred revenue liabilities approximate their fair values due to the short-term maturity of those instruments. Recently Issued Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by FASB or other standard setting bodies on the Company's consolidated financial statements as well as material updates to previous assessments. There were no new material accounting standards issued in years of 2022 and 2023 that impacted the Company. 34 3. PROPERTY AND EQUIPMENT, NET August 31, 2023 Property and Equipment Cost Accumulated Amortization Net Book Value Furniture and fixtures $ 131,892 $ ( 120,990 ) $ 10,902 Computer hardware 316,619 ( 269,733 ) 46,886 Computer software 811,374 ( 226,955 ) 584,419 Total property and equipment $ 1,259,885 $ ( 617,678 ) $ 642,207 August 31, 2022 Property and Equipment Cost Accumulated Amortization Net Book Value Furniture and fixtures $ 136,369 $ ( 122,279 ) $ 14,090 Computer hardware 320,260 ( 259,339 ) 60,921 Computer software 673,691 ( 436,910 ) 236,781 Total property and equipment $ 1,130,320 $ ( 818,528 ) $ 311,792 During the year ended August 31, 2023, the Company capitalized a total of $ 559,044 in salaries and wages related to computer software development (2022 - $ 269,777 ). During the year ended August 31, 2023, $ 399,935 in Computer Software cost was fully depreciated and subsequently eliminated from the continuity schedule presented above. Depreciation on property and equipment for the year ended August 31, 2023 was $ 227,488 (2022 - $ 128,968 ). On January 31, 2022, the Company terminated the lease for the office space (Note 5). Accordingly, leasehold fixtures and fittings were disposed of and a loss of $ 9,035 was recognized in the consolidated statement of comprehensive income for the year ended August 31, 2022. 4. INTANGIBLE ASSETS, NET August 31, 2023 Intangible Assets Cost Accumulated Amortization Net Book Value Software under development $ 624,539 $ - $ 624,539 Patents, trademarks, and lists 467,852 ( 446,917 ) 20,935 Total intangible assets $ 1,092,391 $ ( 446,917 ) $ 645,474 August 31, 2022 Intangible Assets Cost Accumulated Amortization Net Book Value Software under development $ 516,397 $ - $ 516,397 Patents, trademarks, and lists 464,285 ( 450,965 ) 13,320 Total intangible assets $ 980,682 $ ( 450,965 ) $ 529,717 During the year ended August 31, 2023, the Company capitalized a total of $ 682,617 in salaries and wages related to software under development (2022 - $ 626,778 ), out of this amount, $ 559,044 (2022 - $ 269,777 ) was subsequently reclassified to Computer software assets as the projects were completed (Note 3). Amortization on intangible assets f or the year ended August 31, 2023 was $ 10,867 (2022 - $ 13,694 ). 35 5. RIGHT-OF-USE ASSET AND LEASE LIABILITY In 2017, the Company entered into a lease agreement commencing July 1, 2017 and expiring June 30, 2022 consisting of approximately 6,600 square feet of office space. The Company terminated the lease agreement on January 31, 2022. On adoption of ASC 842, Lease Accounting , the Company recognized right-of-use assets and a corresponding increase in lease liabilities, in the amount of $ 671,911 which represented the present value of future lease payments using a discount rate of 8 % per year. Property tax and insurance payments paid to the lessor were included in the calculation of future lease payments. Right-of-Use Assets Balance, August 31, 2021 $ 190,253 Depreciation ( 95,010 ) Termination ( 94,210 ) Foreign currency translation adjustment ( 1,033 ) Balance, August 31, 2023 and 2022 $ - Operating Lease Liabilities Balance, August 31, 2021 $ 226,978 Lease interest expense 6,036 Payments ( 117,548 ) Termination ( 114,263 ) Foreign currency translation adjustment ( 1,203 ) Balance, August 31, 2023 and 2022 $ - During the year ended August 31, 2023 the Company recorded depreciation expense of $ nil (2022 - $ 95,010 ) which has been allocated between general and administrative, sales and marketing, and product development expenses on the consolidated statements of comprehensive income. The total rent commitment, net of the leasehold improvement allowance, was amortized to rent expense on a straight-line basis over the term of the lease. On January 31, 2022, upon exit of the lease a gain of $ 20,053 was recognized in the consolidated statements of comprehensive income. As of August 31, 2023 and 2022, the Company had no outstanding commitments related to the operating lease payments. 6. STOCKHOLDERS' EQUITY [a] Common stock issued and authorized The Company is authorized to issue up to 20,000,000 shares of common stock, par value $ 0.001 per share. During the year ended August 31, 2023, the Company did not issue any common stock (2022 - Nil). During the year ended August 31, 2023, the Company repurchased and cancelled 25,651 common shares for $ 21,135 (2022 - 143,100 common shares for $ 179,401 ). [b] Stock option plans Pursuant to the Company's 2015 Stock Option Plan (the "2015 Plan"), 530,000 shares of common stock have been reserved for issuance. A total of 420,000 common shares remain eligible for issuance under the 2015 Plan. On February 18, 2022 the Company received shareholder approval for the 2022 Stock Option Plan (the "2022 Plan") (together with the 2015 Plan, the "Plans"), whereby 1,000,000 common shares are reserved for issuance. As of August 31, 2023, 361,000 common shares remain eligible for issuance under the 2022 Plan. The options generally vest over a range of periods from the date of grant, some are immediate, and others vest over 24 months. Any options that do not vest as the result of a grantee leaving the Company are forfeited and the underlying common shares are returned to the reserve. The options generally have a contractual term of five years. 36 6. STOCKHOLDERS' EQUITY CONT'D Stock-Based Payment Award Activity During the year ended August 31, 2023, the Company granted 228,000 (2022 - 561,000 ) share purchase options to directors, officers, employees, and consultants of the Company. The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option valuation model were as follows: 2023 2022 Risk-free interest rate 5.00 % 1.20 % Volatility 84.89 % 72.34 % Exercise price $ 0.85 $ 1.50 Dividend yield 0 % 0 % Forfeiture rate 0 % 0 % Expected life (years) 2.13 3.50 The summary of option activity for the years ended August 31, 2023 and 2022 were as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Term (Years) Outstanding at August 31, 2021 410,000 $ 1.34 2.26 Granted 561,000 $ 1.50 5.00 Forfeited ( 91,583 ) $ 1.38 3.85 Repurchased ( 82,500 ) $ 1.00 2.25 Expired ( 203,917 ) $ 1.46 0.50 Outstanding at August 31, 2022 593,000 $ 1.49 3.79 Granted 228,000 $ 0.85 5.00 Forfeited ( 72,000 ) $ 1.41 3.41 Outstanding at August 31, 2023 749,000 $ 1.30 3.37 Exercisable at August 31, 2023 480,017 $ 1.47 2.76 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for the options that were in-the-money as of August 31, 2023. In all cases, the aggregate intrinsic value was $nil. There were no stock options repurchased during the year ended August 31, 2023. During the year ended August 31, 2022, the Company repurchased 82,500 stock options for $ 11,275 . The following table summarizes information regarding the non-vested options outstanding as of August 31, 2023 and changes during the period: Number of Options Weighted Average Exercise Price Non-vested options at August 31, 2021 98,750 $ 0.48 Granted 561,000 $ 1.50 Forfeited ( 91,583 ) $ 1.38 Vested ( 239,958 ) $ 1.44 Expired ( 7,667 ) $ 1.50 Non-vested options at August 31, 2022 320,542 $ 1.50 Granted 228,000 $ 0.85 Forfeited ( 41,791 ) $ 1.36 Vested ( 237,768 ) $ 1.46 Non-vested options at August 31, 2023 268,983 $ 1.01 As of August 31, 2023, there was $ 107,208 (2022 - $ 179,620 ) of total unrecognized compensation cost related to non-vested stock-based compensation awards. The unrecognized compensation cost is expected to be recognized over a weighted average period of 0.92 years (2022 - 1.25 years). 37 6. STOCKHOLDERS' EQUITY CONT'D During the years ended August 31, 2023 and 2022, the total stock-based compensation expense was reported in the consolidated statement of comprehensive income as follows: Stock-based compensation 2023 2022 General and administrative $ 75,997 $ 74,868 Sales and marketing 20,790 33,015 Product development 51,145 40,693 Total stock-based compensation $ 147,932 $ 148,576 [c] Employee Stock Purchase Plan The Company's 2011 Employee Stock Purchase Plan (the "ESPP") became effective on February 22, 2011. Under the ESPP, employees of the Company can contribute up to 5% of their annual salary into a pool which is matched equally by the Company in order to purchase the Company's common shares under certain terms. Directors can contribute a maximum of $ 12,500 each for a combined maximum annual purchase of $ 25,000 . The maximum annual combined contributions will be $ 400,000 . All purchases are made through the TSXV by a third-party plan agent. The third-party plan agent is also responsible for the administration of the ESPP on behalf of the Company and the participants. During the year ended August 31, 2023, the Company recognized compensation expense of $ 111,800 (2022 - $ 109,637 ) in salaries and wages on the consolidated statement of comprehensive income in respect of the ESPP, representing the Company's employee matching of cash contributions to the ESPP. The shares were purchased on the open market at an average price of $ 0.69 (2022 - $ 1.24 ). The shares are held in trust by the Company for a period of one year from the date of purchase. As of August 31, 2023, 237,184 shares were held in trust by the Company. 38 7. INCOME TAXES The Company is subject to United States federal and state income taxes at an approximate rate of 21 .0% and to Canadian federal and British Columbia provincial taxes in Canada at an approximate rate of 27 .0%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company's income tax expense is as follows: 2023 2022 Tax at U.S. statutory rates $ 70,000 $ 32,000 Permanent differences 33,000 33,000 Effect of higher foreign tax rates in Canada 59,000 50,000 Foreign exchange and other adjustments 128,000 190,000 Change in valuation allowance ( 290,000 ) ( 305,000 ) Provision for income taxes $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recognized a valuation allowance for those deferred tax assets for which realization is not likely to occur. Significant components of the Company's deferred tax assets as of August 31 are as follows: 2023 2022 Deferred tax assets Net operating loss carryforwards $ 851,000 $ 745,000 Excess of book over tax depreciation 365,000 740,000 Tax credit carryforwards 615,000 636,000 Total deferred tax assets 1,831,000 2,121,000 Valuation allowance ( 1,831,000 ) ( 2,121,000 ) Net deferred tax assets $ - $ - Net income (loss) before income tax by geographic region is as follows: 2023 2022 United States $ ( 653,991 ) $ ( 684,775 ) Canada 991,665 838,197 Total $ 337,674 $ 153,422 If not utilized to reduce future taxable income, the Company's net operating loss carryforwards will expire as follows: 2023 and thereafter United States $ 4,055,000 Canada - Total $ 4,055,000 If not utilized to reduce future taxes payable, the Company's investment tax credit carryforwards will expire as follows: 2031 and thereafter United States $ - Canada 764,000 Total $ 764,000 39 8. COMMITMENTS AND CONTINGENCIES The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company's financial statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements. On September 5, 2017, the Company's former President and Chief Executive Officer filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company, its subsidiaries, independent directors, and current Chief Executive Officer, claiming damages for conspiracy, breach of contract, wrongful dismissal, defamation and aggravated and punitive damages. The Company believes the claims are without merit and is defending itself against the claims. The quantum of loss, if any, is not determinable at this time and management believes it is unlikely that the outcome of this matter will have an adverse impact on its results of operations, cash flows and financial condition. 9. CONCENTRATIONS, ECONOMIC DEPENDENCE AND SEGMENTS The Company operates solely in the digital media software segment and all revenue from its products and services are made in this segment. Revenue from external customers earned during the years ended August 31, 2023 and 2022, by product and location of customer, was as follows: 2023 2022 Play MPE® North America $ 1,990,075 $ 1,957,722 Europe 1,837,517 1,851,291 Australasia 179,960 185,941 Africa 26,832 26,516 Total Play MPE® 4,034,384 4,021,470 Clipstream® North America - 2,440 Total $ 4,034,384 $ 4,023,910 Revenue presented above is based on location of the customer's billing address. Some of these customers have distribution centers located around the globe and distribute around the world. During the year ended August 31, 2023, the Company generated 41.9 % of total revenue from one customer (2022 - 41.3 %). As at August 31, 2023, one customer represented $ 143,689 (or 36 %) of the trade receivables balance (2022, one customer represented $ 283,144 (or 59 %)). Subsequent to the year ended August 31, 2023 this customer paid the outstanding balance in full. The Company has substantially all its assets in Canada and its current and planned future operations are, and will be, located in Canada. 40 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.