EX-99.1 2 materialchange.htm MATERIAL CHANGE REPORT CC Filed by Filing Services Canada Inc. 403-717-3898

This is the form of material change report required under Section 85(1) of the Securities Act.



BC FORM 51-102F3

(formerly Form 53-901F)


Securities Act


MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT


Item 1.

Reporting Issuer


Carmanah Technologies Corporation

Cathedral Place

Suite 1304 – 925 West Georgia Street

Vancouver, BC V6C 3L2


Item 2.

Date of Material Change


May 14, 2007


Item 3.

Press Release


May 14, 2007 at Vancouver, BC, Canada.


Item 4.

Summary of Material Change


Carmanah Technologies Corporation announced that it will be restating its financial statements for the year ended December 31, 2006 to adjust for inventory errors.


Item 5.

Full Description of Material Change


See attached press release.


Item 6.

Reliance on Section 85(2) of the Act


N/A


Item 7.

Omitted Information


None


Item 8.

Senior Officers


The following senior officers of the Issuer are knowledgeable about the material change and may be contacted by the Commission at the address and telephone number:


Art Aylesworth

Praveen Varshney

President

Director

(250) 380-0052

(604) 629-0264


Item 9.

Statement of Senior Officer


The foregoing accurately discloses the material change referred to herein.




Dated this 14th day of May, 2007.

 

“Praveen Varshney”

 

 


Praveen Varshney

 

 

Name


Director

 

 

Position / Title


Vancouver, B.C.

 

 

Place of Declaration




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FOR IMMEDIATE RELEASE

Monday, May 14, 2007

 (No.2007-05-10)


RESTATEMENT OF 2006 FINANCIAL RESULTS


Victoria, British Columbia, Canada – Monday, May 14, 2007 - Carmanah Technologies Corporation (TSX: CMH) will be restating its financial statements for the year ended December 31, 2006 to adjust for inventory errors.


The result of the correction is an increase in cost of goods sold by $753,000, a reduction in inventory of $385,000 and an increase in accounts payable of $368,000.  The correction also reduces net income by $499,000, resulting in a net loss of $365,000 ($0.01 loss per share) for the year ended December 31, 2006.


Cause of Restatement


In the process of preparing its Q1 2007 financial statements, the Company’s review procedures around inventory-related adjustments indicated that a significant number of these adjustments were connected to Carmanah’s 2006 year end inventory count.


Two causes have been identified for the errors:


1.

Goods physically received near year end were not recorded in the Company's ERP system.  These goods were included in the physical count but no corresponding liability was identified.  Identification of this error was delayed because (1) the original invoice was misdirected to a former company location and (2) there was a 90 day settlement period with the vendor.

 

2.

Inventory count errors related to improper item identification during the physical count.  These errors resulted in a difference in the value of items being counted as compared to their actual value.  In addition, mislabeling of carton quantities by one of the Company’s suppliers caused a discrepancy in quantity.


The errors above were detected in part due to enhanced cycle counting of inventory instituted in the first quarter of 2007.  In addition to ongoing cycle count activity, management recently performed a count of key inventory items which did not indicate any additional material errors.

 

The company will file its restated financial statements as soon as possible.





The following financial data present the line items affected by the restatement on Carmanah’s previously issued consolidated financial statements for the year ended December 31, 2006.


 

Previously Reported

Adjustments

As Restated

As at December 31, 2006

 

 

 

Consolidated Balance Sheet

 

 

 

Inventories

         20,737,841

     (385,000)

   20,352,841

Future income taxes

           1,473,484

        94,831

     1,568,315

Accounts payable and accrued liabilities

           7,963,883

      368,000

     8,331,883


Income taxes payable

389,097

(158,658)

230,439

Retained earnings

              493,064

     (499,511)

          (6,447)

 

 

 

 

Year ended December 31, 2006

 

 

 

Consolidated Statement of Operations

 

 

 

Cost of sales

         41,147,512

      753,000

   41,900,512

Gross profit

         21,298,348

     (753,000)

   20,545,348

Operating income

           1,154,576

     (753,000)

        401,576

Earnings before income taxes

           1,338,503

     (753,000)

        585,503

Income tax expense

           1,204,017

     (253,489)

        950,528

Net earnings

              134,486

     (499,511)

       (365,025)

 

 

 

 

Consolidated Statement of Cash Flows

 

 

 

Net earnings

              134,486

     (499,511)

       (365,025)

Future income taxes (recovery)

             (516,133)

       (94,831)

       (610,964)

Net changes in non-cash working capital

        (10,298,589)

      594,342

    (9,704,247)

 

 

 

 

There were no changes to investing or financing cash flows

 

 


About Carmanah Technologies Corporation


With more than 250,000 installations worldwide, Carmanah is one of the world’s premier suppliers of renewable and energy-efficient technologies, including solar-powered LED lighting, solar power systems & equipment and LED illuminated signage.


Carmanah is headquartered in Victoria, British Columbia, Canada and has branch offices and/or sales representation in 11 cities across Canada, the United States and the United Kingdom.  The Company is publicly traded with common shares listed on the Toronto Stock Exchange under the symbol "CMH" and on the Berlin and Frankfurt Stock Exchanges under the symbol "QCX".  For more information, please visit www.carmanah.com.


On Behalf of the Board of Directors,

Carmanah Technologies Corporation




“Praveen Varshney “


Praveen Varshney, Director





For further information, please contact:


Investor Relations:

Mr. Mark Komonoski

Manager of Investor Relations

Tel:  (403) 470-8384

Toll-Free:  1-877-255-8483

mkomonoski@carmanah.com

Media:

Mr. David Davies

Public Relations

Tel:  (250) 382-4332

ddavies@carmanah.com


This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995.  These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.  These risks and uncertainties are described under the caption "Note Regarding Forward-looking Statements" and "Key Information - Risk Factors" and elsewhere in Carmanah’s Annual Report for the fiscal year ended December 31, 2006, as filed with the U.S. Securities and Exchange Commission and which are incorporated herein by reference.  Carmanah does not assume any obligation to update the forward-looking information contained in this press release.