Form 20-F x
|
Form 40-F o
|
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. |
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
Yes o
|
Nox
|
CREATOR CAPITAL LIMITED
By: Deborah Fortescue-Merrin
Deborah Fortescue-Merrin,
President
|
Date: November 15, 2011
|
1. | Interim Financial Statements for the Nine Months ended September 30, 2011 |
2. | Management Discussion and Analysis for the Nine Months ended September 30, 2011 |
ASSETS | ||||||||||||
September 30
2011
|
December 31
2010
|
January 1
2010
|
||||||||||
Current Assets
|
||||||||||||
Cash and cash equivalents
|
$ | 2,584 | $ | 9,786 | $ | 7,958 | ||||||
Accounts receivable
|
0 | 1,750 | 11,600 | |||||||||
Prepaid expenses
|
4,433 | 1,343 | 0 | |||||||||
Total current assets
|
7,017 | 12,879 | 19,558 | |||||||||
Total Assets
|
$ | 7,017 | $ | 12,879 | $ | 19,558 | ||||||
LIABILITIES | ||||||||||||
Current liabilities
|
||||||||||||
Accounts payable and accrued expenses
|
477,767 | 405,048 | 316,519 | |||||||||
Notes Payable
|
177,988 | 154,592 | 104,322 | |||||||||
Notes Payable – Related Parties
|
35,935 | 35,935 | 12.500 | |||||||||
Accrued dividends
|
4,490,492 | 4,055,731 | 3,550,633 | |||||||||
Preferred shares – Note 6
|
2,237,443 | 2,237,443 | 2,237,443 | |||||||||
Total current liabilities
|
7,419,625 | 6,888,749 | 6,275,852 | |||||||||
Total Liabilities
|
$ | 7,419,625 | $ | 6,888,749 | $ | 6,275,852 | ||||||
SHAREHOLDERS' EQUITY
|
||||||||||||
Authorized: 100,000,000 shares
|
||||||||||||
Issued: 87,467,288 (Mar.2008:87,467,288)
|
874,673 | 874,673 | 874,673 | |||||||||
Additional paid-in-capital
|
63,683,159 | 63,683,159 | 63,683,159 | |||||||||
Accumulated deficit
|
(71,970,440 | ) | (71,433,702 | ) | (70,814,126 | ) | ||||||
Total Shareholder Equity
|
(7,412,608 | ) | (6,875,870 | ) | (6,256,294 | ) | ||||||
Total Liabilities and Shareholders' Equity
|
$ | 7,017 | $ | 12,879 | $ | 19,558 |
/s/ | Deborah Fortescue-Merrin | /s/ | Anthony P Clements | |
Deborah Fortescue-Merrin | Anthony P Clements |
Nine Months Ended
September 30 |
Three Months Ended
September, 30 |
|||||||||||||||
2010
|
2011
|
2010
|
2011
|
|||||||||||||
Revenue
|
$ | 29,050 | $ | 7,000 | $ | 7,150 | $ | 1,750 | ||||||||
Operating Expenses
|
||||||||||||||||
Consulting and contract services
|
31,500 | 31,500 | 10,500 | 10,500 | ||||||||||||
General and administrative
|
63,867 | 58,763 | 24,644 | 19,219 | ||||||||||||
Interest
|
4,005 | 7,742 | 2,151 | 16,371 | ||||||||||||
Legal
|
3,336 | 10,442 | 0 | 9,921 | ||||||||||||
Marketing
|
495 | 530 | 163 | 179 | ||||||||||||
103,203 | 108,977 | 37,458 | 39,819 | |||||||||||||
Comprehensive Income (loss) from operations
|
$ | (74,153 | ) | $ | (101,977 | ) | $ | (30,308 | ) | $ | (38,069 | |||||
Other:
|
||||||||||||||||
Preferred stock dividends
|
(390,408 | ) | (434,761 | ) | (133,560 | ) | (148,451 | ) | ||||||||
Expense recoveries
|
6,625 | 0 | 0 | 0 | ||||||||||||
(383,783 | ) | (434,761 | ) | (131,235 | ) | (48,451 | ) | |||||||||
Net and Comprehensive Income (loss)
|
$ | (457,936 | ) | $ | (536,738 | ) | $ | (161,543 | ) | $ | (186,520 | ) | ||||
BASIC AND DILUTED LOSS PER SHARE
|
||||||||||||||||
Numerator for basic and diluted loss per share:
|
||||||||||||||||
Net and Comprehensive Income (loss)
|
||||||||||||||||
Gain (loss) to common shareholders
|
$ | (457,936 | ) | $ | (536,738 | ) | $ | (161,543 | ) | $ | (186,520 | ) | ||||
Denominator for basic and diluted loss per share:
|
||||||||||||||||
Weighted average shares outstanding
|
87,467,288 | 87,467,288 | 87,467,288 | 87,467,288 | ||||||||||||
Net loss per share
|
$ | (0.0052 | ) | $ | (0.0060 | ) | $ | (0.0018 | ) | $ | (0.0021 | ) |
Share Capital
|
Contributed
|
Accumulated Other |
||||||||||||||||||||||
Number of Shares
|
Amount$
|
Surplus $ |
Comprehensive Income$ |
Deficit$ | Total$ | |||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
87,467,288 | $ | 874,673 | $ | 63,683,159 | 0 | $ | (71,433,702 | ) | $ | (6,675,870 | ) | |||||||||||||
Balance, January 1, 2011
|
||||||||||||||||||||||||
Net Loss for the interim
|
||||||||||||||||||||||||
period
|
$ | (536,738) | $ | (536,738 | ) | |||||||||||||||||||
Balance, September 30, 2011
|
87,474,288 | $ | 874,673 | $ | 63,683,159 | 0 | $ | (71,970,440 | ) | $ | (7,226,227 | ) |
Share Capital
|
Contributed
|
Accumulated Other |
||||||||||||||||||||||
Number of Shares
|
Amount$ | Surplus $ |
Comprehensive Income $ |
Deficit$
|
Total$ | |||||||||||||||||||
Balance, January 1, 2010
|
87,467,228 | $ | 874,673 | $ | 63,683,159 | 0 | $ | (70,814,126 | ) | $ | (6,256,294 | ) | ||||||||||||
0 | 0 | |||||||||||||||||||||||
Current Period’s Activities
|
0 | 0 | 0 | |||||||||||||||||||||
Net Loss for the interim
|
||||||||||||||||||||||||
period
|
$ | (457,936 | ) | $ | (457,936 | ) | ||||||||||||||||||
Balance, September 30, 2010
|
87,467,228 | $ | 874,673 | $ | 63,683,159 | 0 | $ | (71,272,062 | ) | $ | (6,714,230 | ) |
Nine Months
Ended
September 30, 2010 |
Nine Months
Ended
September 30
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net & Comprehensive Income (Loss) for the period
|
$ | (457,936 | ) | $ | (536,738 | ) | ||
Items not affecting cash:
|
||||||||
Accrued dividends payable
|
390,408 | 434,761 | ||||||
Interest costs
|
4,005 | 7,742 | ||||||
(63,523 | ) | (94,235 | ) | |||||
Changes in non-cash working capital balances:
|
||||||||
Accounts receivable
|
2,650 | 1,750 | ||||||
Prepaid expenses
|
(7,134 | ) | (3,090 | ) | ||||
Accounts payable and accrued expenses
|
17,786 | 72,719 | ) | |||||
Net cash provided by (used in) operating activities
|
(50,221 | ) | (22,856 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Investing activities
|
0 | 0 | ||||||
Net cash provided by (used in) investing activities
|
0 | 0 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Notes Payable
|
58,628 | 23,396 | ||||||
Interest
|
(4,005 | ) | (7,742 | ) | ||||
Net cash provided by (used in) financing activities
|
54,623 | 15,654 | ||||||
Net increase (decrease) in cash
|
4,402 | (7,202 | ) | |||||
Cash, beginning of period
|
7,958 | 9,786 | ||||||
Cash, end of period
|
$ | 12,260 | $ | 2,584 | ||||
Non Cash investing and financing activities
|
0 | 0 | ||||||
Supplemental disclosures
|
||||||||
Income Taxes paid
|
0 | 0 |
Note 1
|
Nature and Continuance of Operations
|
Creator Capital Limited (the “Company”) is a Bermuda exempted company, which in June 1997, changed its name from Sky Games International Ltd. to Interactive Entertainment Limited and on September 27, 2000 changed its name to Creator Capital Limited. At the 2010 Annual General Meeting the Shareholders approved to change the name of the Company to Fireflies Environmental Limited. At the next Annual General Meeting the Company will be requesting shareholder approval for returning the Company name to Creator Capital Limited
|
|
The Company is publicly quoted on the NASD Over the Counter Bulletin Board in the United States of America.
|
|
The Company is engaged in providing in-flight gaming and entertainment software and services by developing, implementing and operating or licensing computerized video gaming and other entertainment software on, but not limited to the aircraft of international commercial air carriers. Gaming software is marketed using the name Sky Games® and the entertainment software is marketed using the name Sky Play®.
|
|
Note 2
|
Summary of Significant Accounting Policies
|
These consolidated interim financial statements of the Company have been prepared in accordance with IAS 34, “Interim Financial Reporting of the International Financial Reporting Standards” (known by its abbreviation “IFRS”). These Interim Financial Statements are the Company’s first IFRS interim financial statements after its transition to reporting in accordance with IFRS and before the issuance of its first publicly issued consolidated annual IFRS financial statements. IFRS 1, “First-time Adoption of International Financial Reporting Standards” (herein addressed as “IFRS 1”) has been applied to these consolidated interim financial statements. An explanation of how the transition to IFRS has affected the reported financial position, financial performance and cash flows statements of the Company is provided in Note 13.
|
|
Differences with respect to accounting principles generally accepted in the United States of America are described in Note 13. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may differ from these estimates.
|
|
The consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
|
a) |
Principles of Consolidation
|
|
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:
|
||
Creator Capital (Nevada) Inc., (formerly Sky Games International Corp.) (a Nevada corporation); and Creator Island Equities Inc. (a British Columbia corporation).
|
Note 2 | Summary of Significant Accounting Policies – (cont’d) |
The subsidiary companies are inactive. All material inter-company accounts and transactions |
b)
|
Equipment
|
As at the end of the current Interim period there are no current equipment assets. |
c)
|
Website Development Costs
|
|
As at the end of the current interim period there are no current website development costs.
|
d)
|
Financial Instruments
|
|
The carrying value of the Company’s financial instruments, consisting of cash, accounts receivable, accounts payable and accrued liabilities, accrued dividends payable and notes payable approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or currency risk arising from these financial instruments. For accounts receivable, the Company estimates, on a continuing basis, the probable losses and provides a provision for losses based on the estimated realizable value.
|
|
e)
|
Basic and Diluted Loss Per Share
|
|
Basic loss per share (“LPS”) is calculated by dividing loss applicable to common shareholders by the weighted average number of common shares outstanding for the year. Diluted LPS reflects the potential dilution that could occur if potentially dilutive securities are exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Fully diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.
|
f) | Revenue Recognition |
|
The Company recognizes revenues when the following criteria are met: persuasive evidence of an agreement exists, shipment has occurred, the price to the buyer is fixed and determinable, and collection is reasonably assured.
|
|
g)
|
Foreign Currency Translation
|
|
The Company’s functional currency is the United States dollar. Monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net loss for the year.
|
h)
|
Impairment of Long-lived Assets
|
|
Long-lived assets and intangibles held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash flows is less than the carrying amount of the asset, impairment is recognized.
|
Note 2
|
Summary of Significant Accounting Policies – (cont’d)
|
i)
|
Stock-based Compensation
|
|
CCL records a compensation cost attributable to all stock options granted at fair value at the grant date,. The Black-Scholes valuation model is used and the cost is expensed over their vesting period, with a corresponding increase to the equity account, Additional Paid-in Capital. Upon exercise of the share purchase options, the consideration paid by the option holder, together with the amount previously recognized in the Additional Paid-in Capital, is recorded as an increase to Share capital.
|
|
The Black Scholes option valuation model requires the input of highly subjective assumptions, including price volatility, if any. Changes in these assumptions can materially affect the fair value estimate.
|
|
j)
|
Change in Accounting Policy
|
|
A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended March 31, 2011, and have not been applied in preparing these consolidated interim financial statements:
|
(i) Effective for annual periods beginning on or after July 1, 2011 are the Amendments to IFRS 7, “Financial Instruments: Disclosures”. This addresses the increase in disclosure with regards to the transfer of financial assets, especially if there is a disproportionate amount of transfer transactions that take place around the end of a reporting period. | |
(ii) Effective for annual periods beginning on or after January 1, 2013 are the New Standard IFRS 9, “Financial Instruments”, New Standard IFRS 13,”Fair Value Measurement”. |
|
IFRS 13 replaces the fair value measurement guidance currently dispersed across different IFRS standards with a single definition of fair value and extensive application guidance. IFRS 13 provides guidance on how to measure fair value and does not introduce new requirements for when fair value is required or permitted. It also establishes disclosure requirements to provide users of the financial statements with more information about fair value measurements.
|
The Company has not early adopted these revised standards and is currently assessing the impact that these standards will have on the financial statements. |
Note 3 | Notes Payable |
IFRS 39 stipulates that the Company’s financial liabilities be measured at ‘amortized cost’. This is defined as the originally recorded amount: less any principal repayments; plus or minus the cumulative amortization, using the effective interest method’ of any difference between the originally recorded amount and the maturity amount. The various loan amounts, represented by the Notes Payable, have been recorded at their principal amount at the date of each loan, which are deemed to be fair value. No premium was paid on any of these Notes Payable. No transaction costs were incurred in the borrowing of these funds. The interest bearing Notes Payable have their interest cost calculated and recorded monthly. Hence, the use of the measurement of value of the Notes Payable at amortized cost would not be materially different from the amounts presented. |
September 30, 2011
|
December 31, 2010
|
|||||||
Unsecured, bearing interest at the 1-year Treasury yield rate
|
$ | 42,212 | 35,935 | |||||
Unsecured, interest bearing at 10% per annum | 74,776 | 50,270 | ||||||
Unsecured, interest bearing at 10% per annum, related party | 35,935 | 43,322 | ||||||
Unsecured, non- interest bearing, related party
|
20,000 | 20,000 | ||||||
Unsecured and non-interest bearing
|
41,000 | 41,000 | ||||||
$ | 213,923 | $ | 190,527 |
These notes are past due and, consequently, are classified as current liabilities. | |
All interest incurred on interest bearing notes is included in the Accounts Payable account. | |
Amount differences between December 31, 2010 and March 31, 2011 reflect foreign exchange adjustments. |
Note 4 | Capital Stock |
|
The Class A preference shares are non-voting and are convertible at any time into common shares at the option of the holder. Dividends on the Class A preference shares are cumulative, compounded quarterly and payable quarterly at an annual dividend rate of 9%. The Company, at its option, may redeem the Class A preference shares, in whole or in part, at any time and from time to time, at a redemption price of $1,000 per share plus any accrued and unpaid dividends thereon. The Company is not required to redeem the Class A preference shares.
|
|
In 1997, the Company exchanged a promissory note in the amount of $2,737,000 for 2,737 Class A preference shares at $1,000 per share. In 1998, the Company redeemed 500 of the Class A preference shares at their redemption price of $1,000 per share. As of December 31, 2006 and 2005, 2,237 Class A Preference Stock remained outstanding.
|
|
|
Dividends on the Class A preference shares for the years ended December 31, 2010, 2009, and 2008 were $538,729,$463,837, and $425,131, respectively. For the Nine Months Quarter ended September 30, 2011 the accrued Dividends recorded was $434,761 ($390,408 for same period in 2010). For the Three Months Quarter ended September 30, 2011 the accrued Dividends recorded was $148,451 ($133,560 for same period in 2010. They remain unpaid and are in arrears.
|
|
During the year ended December 31, 2007, CCL restated the presentation of the Class A Preferred shares In accordance with CICA 3861. CICA 3861 covers “Financial Instrument – Disclosure and Presentation”. It dictates the reclassification from Equity to Current Liability of the Class A Preferred Shares, and their paid in capital totaling $2,237,421. On the Balance sheet this has been added to the Current Liability of Accrued dividends. The Preferred shares have the contractual obligation to either delivered a fixed amount or settle the obligation be delivering its out equity instrument. This is where they meet the definition of a financial liability.
|
Note 5
|
Stock Options
|
On April 6, 2007, the Company granted 6,950,000 stock options to directors, officers, and consultants at a price of $0.25 per share expiring on April 6, 2012. | |
The following table summarizes the continuity of the Company’s stock options: |
Number
of options
|
Weighted average
exercise price
$
|
|||||||
Outstanding, December 31, 2008
|
7,370,000 | 0.26 | ||||||
Expired
|
(420,000 | ) | 0.46 | |||||
Outstanding, December 31, 2009
|
6,950,000 | 0.25 | ||||||
Expired
|
0 | 0.00 | ||||||
Outstanding, December 31, 2010
Activity during the period
|
6,950,000 0 | 0.25 0.00 | ||||||
Outstanding, September 30, 2011
|
6,950,000 | 0.25 |
Note 5 | Stock Options (continued) |
Additional information regarding stock options outstanding as at September 30, 2011 is as follows: |
Outstanding and exercisable
|
||||
Range of exercise prices$
|
Number of shares
|
Weighted average remaining contractual life (years)
|
Weighted average exercise price $
|
|
0.25
|
6,950,000
|
2.26
|
0.25
|
|
The fair value of the stock options granted during the year ended December 31, 2007 was estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions: |
2007 | |||||
Risk-free interest rate | 3.43 | % | |||
Expected life (in years) | 5 | ||||
Expected volatility | 184 | % |
Note 6 | Contingency |
|
On November 27, 2006, the Company was named as a defendant in a lawsuit whereby the plaintiffs were claiming damages against the Company with respect to investments totaling $339,488 that the plaintiffs had invested in a California company affiliated with ETV that had no contractual relationship with the Company. The plaintiffs were seeking compensatory damages of $1,018,464 as well as related attorney’s fees. The Company filed a motion to dismiss for lack of personal jurisdiction during 2006.
|
On August 9, 2007, the court denied the Company’s motion to dismiss for the reason that the Company’s contacts with the State of Texas were sufficient for the court to assert specific personal jurisdiction over them. |
On March 9, 2009, the case was called to trial before a jury. The jury heard the evidence and returned a verdict in favor of Creator Capital Ltd. The Plaintiffs were entitled to receive nothing from Creator Capital and the court has accepted the verdict of the jury. On April 16, 2009 the Court Issued the Judgment confirming to the verdict of the jury. After the judgment was signed, the Plaintiffs had the opportunity to appeal. The appeal period has expired. |
Note 7 | Income Taxes |
|
As a Bermuda exempted company, the Company is exempt from income tax filing requirements in Bermuda. Prior to 1999 the Company operated in the U.S. as a branch of a foreign corporation. Currently, the Company currently is represented in Canada by a Director who provides Corporate Services.
|
The tax effect (computed by applying the Canadian federal and provincial statutory rate) of the significant temporary differences, which comprise future tax assets and liabilities, are as follows: |
$ | 2010 | $ | 2009 | $ | 2008 | |||||||
Canadian statutory income tax rate
|
28.50 | % | 30.00 | % | 31.00 | % | ||||||
Income tax recovery at statutory rate
|
177,000 | 155,000 | 181,000 | |||||||||
Tax effect of:
|
||||||||||||
Permanent differences and other
|
– | – | (109,000 | ) | ||||||||
Foreign income tax other than Canadian statutory rate
|
(157,000 | ) | (141,000 | ) | (162,000 | ) | ||||||
Change in enacted tax rates
|
– | ( 2,000 | ) | |||||||||
Change in valuation allowance
|
( 20,000 | ) | ( 14,000 | ) | (1 7,000 | ) | ||||||
Income tax provision
|
– | – | – |
The significant components of future income tax assets and liabilities are as follows: |
$ | 2010 | $ | 2009 | $ | 2008 | |||||||
Future income tax assets
|
||||||||||||
Non-capital losses carried forward
|
116,000 | 96,000 | 82,000 | |||||||||
Valuation allowance
|
(116,000 | ) | (96,000 | ) | (82,000 | ) | ||||||
Net future income tax asset
|
-- | – | – |
The Company has estimated accumulated non-capital losses of $371,000 which may be carried forward to reduce taxable income in future years. As at September 30, 2010, the Company is in arrears on filing its statutory corporate income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates. |
Note 8 | Related Party Transactions |
|
A company controlled by management (the owner being Rex E. Fortescue, the father of the Company’s President) of the Company provides consulting services to the Company. During the Nine months year-to-date period ended September 30, 2011, the Company incurred $31,500 ($31,500 for same period in 2010) in consulting fees and $1,354 ($1,460 for the same period in 2010) in expense reimbursements. During the three months Third Fiscal Quarter period ended September 30, 2011, the Company incurred $10,500 ($10,500 for same period in 2010) in consulting fees and $451 ($557 for same period in 2010) in expense reimbursements.
|
|
Included in the Accounts Payable account is $170,848 representing outstanding fees and reimbursements.
|
|
A company controlled by management (the owner being Deborah E. Fortescue-Merrin, the Company’s President) of the Company formerly provided consulting services and incurred expense reimbursements. Included in the Accounts Payable account is $71,914 representing outstanding fees and reimbursements.
|
|
A company controlled by management (the owners being Rex E. Fortescue, the father of the Company’s President, and Richard E. Fortescue, the brother the Company’s President) of the Company provides accounting and administrative services to the Company. During the Nine months year-to-date period ended September 30, 2011, the Company incurred $21,000 ($20,500 for same period in 2010) for such accounting and administrative services, and $6,659 ($11,368 for the same period in 2010) in expense reimbursements. During the three months Third Fiscal Quarter period ended September 30, 2011 the Company incurred $6,000 ($6,000 for same period in 2010) for such accounting and administrative services, and $2,293 ($7,256 for the same period in 2010) in expense reimbursements.
|
|
Included in the Account Payable accounts is $136,210 representing outstanding fees and reimbursements.
|
Note 9 | Economic Dependence |
|
During the Nine months period ended September 30, 2011, one customer accounted for 100.0% of total sales.During the Nine months period ended September 30, 2010, two customers accounted for 75.9% and 24.1%, respectively, of total sales.
|
|
During the three months Third Fiscal Quarter period ended September 30, 2010, one customers accounted for 100.5% of total sales. During the three months Third Fiscal Quarter period ended September 30, 2009, two customers accounted for 75.5% and 24.5%, respectively, of total sales.
|
Note 10 | Segmented Information |
|
For the Nine months year-to-date period ended September 30, 2011 September 30, 2010 the details of identifiable revenues by geographic segments are as follows:
|
September 30, 2011
|
September 30, 2010
|
|||||||
Asia
|
$ | 0 | $ | 22,050 | ||||
Middle East
|
7,000 | 7,000 | ||||||
Total Revenues per Quarter Period
|
$ | 7,000 | $ | 29,050 |
Note 11 | Transition to International Financial Reporting Standards |
As stated in Note 2, these are the Company’s first financial statements prepared in accordance with IFRS. | |
The Accounting policies set out in Note 2 have been applied in preparing the financial statements for the six months ended June 30, 2011, the comparative information presented in these financial statements for the six months ended June 30, 2010 and in the preparation of an opening IFRS statement of financial position as at January 1, 2010 (the Company’s date of transition). | |
FIRST TIME ADOPTION OF IFRS | |
The Company has adopted IFRS on January 1, 2011 with a transition date of January 1, 2010. Under IFRS 1, “First Time Adoption of International Financial Reporting Standards”, the IFRS standards are applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under GAAP taken to deficit, with IFRS providing certain optional and mandatory exemptions to this principle. | |
RECONCILIATION TO PREVIOUSLY REPORTED FINANCIAL STATEMENTS | |
The transition from Canadian GAAP to IFRS has no material import on the financial statements for the six months ended June 30, 2010 and the year ended December 31, 2010. | |
Note 12 | Non-cash Transactions |
Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. However, the accrued Dividends Payable on the re-categorized Preferred Shares are included. During the Nine month Quarter period ended September 30, 2010, the Company recognized preferred share dividends payable of $434,761 (for the same period during 2010: $390,408). |
Note 12 | Non-cash Transactions (cont’d) |
During the three month Third Quarter ended September 30, 2011, the Company recognized preferred share dividends payable of $148,451 (for the same period during 2010: $133,560). | |
Note 13 | Management of Capital |
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, to pursue the development of its business and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of stockholders’ deficiency and preferred shares. | |
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of. As at September 30, 2011, the Company has not entered into any debt financing, except for short-term notes payable. | |
The Company is dependent on the related parties ability to provide capital and the existing sales to customers as its source of operating capital and the Company’s capital resources are largely determined by the strength of the airline market and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. The Company’s primary target market includes the Asian and Pacific Rim airlines. | |
The Company is not subject to any external capital requirements. | |
Note 14 | Financial Instruments |
Foreign Exchange Risk | |
Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rate. As at September 30, 2011, and as in all past fiscal periods, all of the Company’s cash is held in US dollars, the Company’s functional currency. The Company has no significant currency risk associated with its operations. | |
Credit Risk | |
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash and receivables are exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. The Company reduces its credit risk on accounts receivables by monitoring all accounts frequently. As at September 30, 2011 the Company is not exposed to any significant credit risk. | |
Interest Rate Risk | |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Included in the loss for the period in the financial statements is interest income on US dollar cash. As at September 30, 2011, the Company’s cash is subject to or exposed to interest rate risk, however, this risk is not significant. | |
Note 14 | Financial Instruments (continued) |
Liquidity Risk | |
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk by maintaining sufficient cash balance to enable settlement of transactions on the due date. Accounts payable and accrued liabilities are current. Primarily the Company addresses its liquidity through its close relationship with its related parties, and secondarily, through equity financing obtained through the sale of common shares and the exercise of stock options. | |
Note 15 | Subsequent Events |
At the next Annual General Meeting the Company will be requesting shareholder approval for returning the Company name to Creator Capital Limited. |
9 month
Quarter ended September 30, 2010 |
9 month
Quarter ended September 30, 2011 |
|||||||
Accounting & Audit
|
15,500 | 15,051 | ||||||
Administration
|
24,950 | 26,120 | ||||||
Bank Charges & Foreign Exchange
|
432 | (1,981 | ) | |||||
Filing Fees & Dues
|
6,782 | 7,713 | ||||||
Investor Relations
|
1,094 | 1,984 | ||||||
Office
|
15,109 | 9,875 | ||||||
TOTAL GENERAL AND ADMINISTRATION
|
63,867 | 58,763 |
Quarter Ended
|
Revenue
|
Net Profit
(Loss)before Extraordinary Items |
Net Profit
(Loss) |
Net Loss
Per Share
|
||||||||||||
September 30, 2009 3 months
|
$ | 13,940 | $ | (81,745 | ) | $ | (81,745 | ) | $ | (0.0009 | ) | |||||
December 31, 2009 3 months
|
$ | 15,650 | $ | (474,475 | ) | $ | (474,475 | ) | $ | (0.0054 | ) | |||||
March 31, 2010 3 months
|
$ | 13,000 | $ | (67,640 | ) | $ | ( 67,640 | ) | $ | (0.0008 | ) | |||||
June 30, 2010 3 months
|
$ | 8,900 | $ | (228,834 | ) | $ | (228,834 | ) | $ | (0.0026 | ) | |||||
September 30, 2010 3 months
|
$ | 7,150 | $ | ( 161,462 | ) | $ | (161,462 | ) | $ | (0.0018 | ) | |||||
December 31, 2010 3 months
|
$ | 3,500 | $ | (161,640 | ) | $ | (161,640 | ) | $ | (0.0018 | ) | |||||
March 31, 2011 3 months
|
$ | 1,750 | $ | (173,639 | ) | $ | (173,234 | ) | $ | (0.0020 | ) | |||||
June 30, 2011 3 months
|
$ | 3,500 | $ | (176,608 | ) | $ | (176,608 | ) | $ | (0.0020 | ) | |||||
September 30, 2011 3 months
|
$ | 1,750 | $ | (186,520 | ) | $ | (186,520 | ) | $ | (0.0021 | ) |
COMMON SHARES
|
VALUE
|
|
Balance, December 31, 2010
|
87,467,288
|
874,673
|
Issuance during the period
|
0
|
0
|
Balance, September 30, 2011
|
87,467,288
|
874,673
|
Balance, November 15, 2011
|
87,467,288
|
874,673
|
Deborah Fortescue-Merrin | Anastasia Kostoff-Mann | |
Anthony Clements |
Deborah Fortescue-Merrin | - President | |
Shoshana S. Williams
|
- Secretary |
Balance Sheets (Parenthetical) | Sep. 30, 2011 | Dec. 31, 2010 | Jan. 01, 2010 |
---|---|---|---|
Statement of Financial Position [Abstract] | |||
Authorized: shares Issued: | 100,000,000 | 100,000,000 | 100,000,000 |
Authorized: | 87,467,288 | 87,467,288 | 87,467,288 |
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,750 | $ 7,150 | $ 7,000 | $ 29,050 |
Consulting and contract services | 10,500 | 10,500 | 31,500 | 31,500 |
General and administrative | 19,219 | 24,644 | 58,763 | 63,867 |
Interest | 16,371 | 2,151 | 7,742 | 4,005 |
Legal | 9,921 | 0 | 10,442 | 3,336 |
Marketing | 179 | 163 | 530 | 495 |
Expenses | 39,819 | 37,458 | 108,977 | 103,203 |
Comprehensive Income (loss) from operations | (38,069) | (30,308) | (101,977) | (74,153) |
Preferred stock dividends | (148,451) | (133,560) | (434,761) | (390,408) |
Expense recoveries | 0 | 0 | 0 | 6,625 |
Other | (48,451) | (131,235) | (434,761) | (383,783) |
Net and Comprehensive Income (loss) | $ (186,520) | $ (161,543) | $ (536,738) | $ (457,936) |
Net and Comprehensive Income (loss) Gain (loss) to common shareholders | $(186,520) | $(161,543) | $(536,738) | $(457,936) |
Weighted average shares outstanding | 87,467,288 | 87,467,288 | 87,467,288 | 87,467,288 |
Net loss per share | (0.0021) | (0.0018) | (0.0060) | (0.0052) |
Document and Entity Information | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Document And Entity Information | |
Entity Registrant Name | CREATOR CAPITAL LTD |
Entity Central Index Key | 0000882537 |
Document Type | 6-K |
Document Period End Date | Sep. 30, 2011 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 6,950,000 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2011 |
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Note 6 Contingency | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 6 Contingency |
On November 27, 2006, the Company was named as a defendant in a lawsuit whereby the plaintiffs were claiming damages against the Company with respect to investments totaling $339,488 that the plaintiffs had invested in a California company affiliated with ETV that had no contractual relationship with the Company. The plaintiffs were seeking compensatory damages of $1,018,464 as well as related attorneys fees. The Company filed a motion to dismiss for lack of personal jurisdiction during 2006.
On August 9, 2007, the court denied the Companys motion to dismiss for the reason that the Companys contacts with the State of Texas were sufficient for the court to assert specific personal jurisdiction over them. On March 9, 2009, the case was called to trial before a jury. The jury heard the evidence and returned a verdict in favor of Creator Capital Ltd. The Plaintiffs were entitled to receive nothing from Creator Capital and the court has accepted the verdict of the jury. On April 16, 2009 the Court Issued the Judgment confirming to the verdict of the jury. After the judgment was signed, the Plaintiffs had the opportunity to appeal. The appeal period has expired. |
Note 11 Transition to International Financial Reporting | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 11 Transition to International Financial Reporting Standards |
As stated in Note 2, these are the Companys first financial statements prepared in accordance with IFRS.
The Accounting policies set out in Note 2 have been applied in preparing the financial statements for the six months ended June 30, 2011, the comparative information presented in these financial statements for the six months ended June 30, 2010 and in the preparation of an opening IFRS statement of financial position as at January 1, 2010 (the Companys date of transition).
FIRST TIME ADOPTION OF IFRS
The Company has adopted IFRS on January 1, 2011 with a transition date of January 1, 2010. Under IFRS 1, First Time Adoption of International Financial Reporting Standards, the IFRS standards are applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under GAAP taken to deficit, with IFRS providing certain optional and mandatory exemptions to this principle.
RECONCILIATION TO PREVIOUSLY REPORTED FINANCIAL STATEMENTS
The transition from Canadian GAAP to IFRS has no material import on the financial statements for the six months ended June 30, 2010 and the year ended December 31, 2010. |
Note 2 Summary of Significant Accounting Policies | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 2 Summary of Significant Accounting Policies |
These consolidated interim financial statements of the Company have been prepared in accordance with IAS 34, Interim Financial Reporting of the International Financial Reporting Standards (known by its abbreviation IFRS). These Interim Financial Statements are the Companys first IFRS interim financial statements after its transition to reporting in accordance with IFRS and before the issuance of its first publicly issued consolidated annual IFRS financial statements. IFRS 1, First-time Adoption of International Financial Reporting Standards (herein addressed as IFRS 1) has been applied to these consolidated interim financial statements. An explanation of how the transition to IFRS has affected the reported financial position, financial performance and cash flows statements of the Company is provided in Note 13.
Differences with respect to accounting principles generally accepted in the United States of America are described in Note 13. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may differ from these estimates.
The consolidated financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
a) Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:
Creator Capital (Nevada) Inc., (formerly Sky Games International Corp.) (a Nevada corporation); and Creator Island Equities Inc. (a British Columbia corporation).
The subsidiary companies are inactive. All material inter-company accounts and transactions have been eliminated on consolidation.
b) Equipment
As at the end of the current Interim period there are no current equipment assets.
c) Website Development Costs
As at the end of the current interim period there are no current website development costs.
d) Financial Instruments
The carrying value of the Companys financial instruments, consisting of cash, accounts receivable, accounts payable and accrued liabilities, accrued dividends payable and notes payable approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or currency risk arising from these financial instruments. For accounts receivable, the Company estimates, on a continuing basis, the probable losses and provides a provision for losses based on the estimated realizable value.
e) Basic and Diluted Loss Per Share
Basic loss per share (LPS) is calculated by dividing loss applicable to common shareholders by the weighted average number of common shares outstanding for the year. Diluted LPS reflects the potential dilution that could occur if potentially dilutive securities are exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the if converted method. Fully diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. f) Revenue Recognition
The Company recognizes revenues when the following criteria are met: persuasive evidence of an agreement exists, shipment has occurred, the price to the buyer is fixed and determinable, and collection is reasonably assured.
g) Foreign Currency Translation
The Companys functional currency is the United States dollar. Monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net loss for the year.
h) Impairment of Long-lived Assets
Long-lived assets and intangibles held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash flows is less than the carrying amount of the asset, impairment is recognized.
i) Stock-based Compensation
CCL records a compensation cost attributable to all stock options granted at fair value at the grant date,. The Black-Scholes valuation model is used and the cost is expensed over their vesting period, with a corresponding increase to the equity account, Additional Paid-in Capital. Upon exercise of the share purchase options, the consideration paid by the option holder, together with the amount previously recognized in the Additional Paid-in Capital, is recorded as an increase to Share capital. The Black Scholes option valuation model requires the input of highly subjective assumptions, including price volatility, if any. Changes in these assumptions can materially affect the fair value estimate.
j) Change in Accounting Policy
A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended March 31, 2011, and have not been applied in preparing these consolidated interim financial statements:
(i) Effective for annual periods beginning on or after July 1, 2011 are the Amendments to IFRS 7, Financial Instruments: Disclosures. This addresses the increase in disclosure with regards to the transfer of financial assets, especially if there is a disproportionate amount of transfer transactions that take place around the end of a reporting period.
(ii) Effective for annual periods beginning on or after January 1, 2013 are the New Standard IFRS 9, Financial Instruments, New Standard IFRS 13,Fair Value Measurement. IFRS 13 replaces the fair value measurement guidance currently dispersed across different IFRS standards with a single definition of fair value and extensive application guidance. IFRS 13 provides guidance on how to measure fair value and does not introduce new requirements for when fair value is required or permitted. It also establishes disclosure requirements to provide users of the financial statements with more information about fair value measurements.
The Company has not early adopted these revised standards and is currently assessing the impact that these standards will have on the financial statements. |
Note 8 Related Party Transactions | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 8 Related Party Transactions |
A company controlled by management (the owner being Rex E. Fortescue, the father of the Companys President) of the Company provides consulting services to the Company. During the Nine months year-to-date period ended September 30, 2011, the Company incurred $31,500 ($31,500 for same period in 2010) in consulting fees and $1,354 ($1,460 for the same period in 2010) in expense reimbursements. During the three months Third Fiscal Quarter period ended September 30, 2011, the Company incurred $10,500 ($10,500 for same period in 2010) in consulting fees and $451 ($557 for same period in 2010) in expense reimbursements. Included in the Accounts Payable account is $170,848 representing outstanding fees and reimbursements.
A company controlled by management (the owner being Deborah E. Fortescue-Merrin, the Companys President) of the Company formerly provided consulting services and incurred expense reimbursements. Included in the Accounts Payable account is $71,914 representing outstanding fees and reimbursements.
A company controlled by management (the owners being Rex E. Fortescue, the father of the Companys President, and Richard E. Fortescue, the brother the Companys President) of the Company provides accounting and administrative services to the Company. During the Nine months year-to-date period ended September 30, 2011, the Company incurred $21,000 ($20,500 for same period in 2010) for such accounting and administrative services, and $6,659 ($11,368 for the same period in 2010) in expense reimbursements. During the three months Third Fiscal Quarter period ended September 30, 2011 the Company incurred $6,000 ($6,000 for same period in 2010) for such accounting and administrative services, and $2,293 ($7,256 for the same period in 2010) in expense reimbursements.
Included in the Account Payable accounts is $136,210 representing outstanding fees and reimbursements. |
Note 13 Management of Capital | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 13 Management of Capital |
The Companys objectives when managing capital are to safeguard its ability to continue as a going concern, to pursue the development of its business and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of stockholders deficiency and preferred shares.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of. As at September 30, 2011, the Company has not entered into any debt financing, except for short-term notes payable.
The Company is dependent on the related parties ability to provide capital and the existing sales to customers as its source of operating capital and the Companys capital resources are largely determined by the strength of the airline market and by the status of the Companys projects in relation to these markets, and its ability to compete for investor support of its projects. The Companys primary target market includes the Asian and Pacific Rim airlines.
The Company is not subject to any external capital requirements. |
Note 9 Economic Dependence | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 9 Economic Dependence |
During the Nine months period ended September 30, 2011, one customer accounted for 100.0% of total sales. During the Nine months period ended September 30, 2010, two customers accounted for 75.9% and 24.1%, respectively, of total sales.
During the three months Third Fiscal Quarter period ended September 30, 2010, one customers accounted for 100.5% of total sales. During the three months Third Fiscal Quarter period ended September 30, 2009, two customers accounted for 75.5% and 24.5%, respectively, of total sales. |
Note 7 Income Taxes | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 7 Income Taxes |
As a Bermuda exempted company, the Company is exempt from income tax filing requirements in Bermuda. Prior to 1999 the Company operated in the U.S. as a branch of a foreign corporation. Currently, the Company currently is represented in Canada by a Director who provides Corporate Services.
The tax effect (computed by applying the Canadian federal and provincial statutory rate) of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:
The significant components of future income tax assets and liabilities are as follows:
The Company has estimated accumulated non-capital losses of $371,000 which may be carried forward to reduce taxable income in future years. As at September 30, 2010, the Company is in arrears on filing its statutory corporate income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates. |
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | |
Statement of Cash Flows [Abstract] | ||
Net & Comprehensive Income (Loss) for the period | $ (536,738) | $ (457,936) |
Accrued dividends payable | 434,761 | 390,408 |
Interest costs | 7,742 | 4,005 |
Total | (94,235) | (63,523) |
Accounts receivable | 1,750 | 2,650 |
Prepaid expenses | (3,090) | (7,134) |
Accounts payable and accrued expenses | 72,719 | 17,786 |
Net cash provided by (used in) operating activities | (22,856) | (50,221) |
Investing activities | 0 | 0 |
Net cash provided by (used in) investing activities | 0 | 0 |
Notes Payable | 23,396 | 58,628 |
Interest | (7,742) | (4,005) |
Net cash provided by (used in) financing activities | 15,654 | 54,623 |
Net increase (decrease) in cash | (7,202) | 4,402 |
Cash, beginning of period | 9,786 | 7,958 |
Cash, end of period | 2,584 | 12,260 |
Non Cash investing and financing activities | 0 | 0 |
Income Taxes paid | $ 0 | $ 0 |
Note 3 Notes Payable | 9 Months Ended | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | ||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||
Note 3 Notes Payable |
IFRS 39 stipulates that the Companys financial liabilities be measured at amortized cost. This is defined as the originally recorded amount: less any principal repayments; plus or minus the cumulative amortization, using the effective interest method of any difference between the originally recorded amount and the maturity amount. The various loan amounts, represented by the Notes Payable, have been recorded at their principal amount at the date of each loan, which are deemed to be fair value. No premium was paid on any of these Notes Payable. No transaction costs were incurred in the borrowing of these funds. The interest bearing Notes Payable have their interest cost calculated and recorded monthly. Hence, the use of the measurement of value of the Notes Payable at amortized cost would not be materially different from the amounts presented.
These notes are past due and, consequently, are classified as current liabilities. All interest incurred on interest bearing notes is included in the Accounts Payable account. Amount differences between December 31, 2010 and March 31, 2011 reflect foreign exchange adjustments. |
Note 4 Capital Stock | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 4 Capital Stock |
The Class A preference shares are non-voting and are convertible at any time into common shares at the option of the holder. Dividends on the Class A preference shares are cumulative, compounded quarterly and payable quarterly at an annual dividend rate of 9%. The Company, at its option, may redeem the Class A preference shares, in whole or in part, at any time and from time to time, at a redemption price of $1,000 per share plus any accrued and unpaid dividends thereon. The Company is not required to redeem the Class A preference shares.
In 1997, the Company exchanged a promissory note in the amount of $2,737,000 for 2,737 Class A preference shares at $1,000 per share. In 1998, the Company redeemed 500 of the Class A preference shares at their redemption price of $1,000 per share. As of December 31, 2006 and 2005, 2,237 Class A Preference Stock remained outstanding.
Dividends on the Class A preference shares for the years ended December 31, 2010, 2009, and 2008 were $538,729,$463,837, and $425,131, respectively. For the Nine Months Quarter ended September 30, 2011 the accrued Dividends recorded was $434,761 ($390,408 for same period in 2010). For the Three Months Quarter ended September 30, 2011 the accrued Dividends recorded was $148,451 ($133,560 for same period in 2010. They remain unpaid and are in arrears.
During the year ended December 31, 2007, CCL restated the presentation of the Class A Preferred shares In accordance with CICA 3861. CICA 3861 covers Financial Instrument Disclosure and Presentation. It dictates the reclassification from Equity to Current Liability of the Class A Preferred Shares, and their paid in capital totaling $2,237,421. On the Balance sheet this has been added to the Current Liability of Accrued dividends. The Preferred shares have the contractual obligation to either delivered a fixed amount or settle the obligation be delivering its out equity instrument. This is where they meet the definition of a financial liability.
|
Note 12 Non-cash Transactions | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 12 Non-cash Transactions |
Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. However, the accrued Dividends Payable on the re-categorized Preferred Shares are included. During the Nine month Quarter period ended September 30, 2010, the Company recognized preferred share dividends payable of $434,761 (for the same period during 2010: $390,408).
During the three month Third Quarter ended September 30, 2011, the Company recognized preferred share dividends payable of $148,451 (for the same period during 2010: $133,560). |
Note 5 Stock Options | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 5 Stock Options |
On April 6, 2007, the Company granted 6,950,000 stock options to directors, officers, and consultants at a price of $0.25 per share expiring on April 6, 2012. The following table summarizes the continuity of the Companys stock options:
Additional information regarding stock options outstanding as at September 30, 2011 is as follows:
The fair value of the stock options granted during the year ended December 31, 2007 was estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions:
|
Note 15 Subsequent Events | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 15 Subsequent Events |
At the next Annual General Meeting the Company will be requesting shareholder approval for returning the Company name to Creator Capital Limited. |
Shareholders Equity (Unaudited) (USD $) | Share Capital | Contributed Surplus | AccumulatedOther Comprehensive Income | Deficit | Total |
---|---|---|---|---|---|
Beginning Balance, Amount at Dec. 31, 2009 | $ 874,673 | $ 63,683,159 | $ 0 | $ (70,814,126) | |
Beginning Balance, Shares at Dec. 31, 2009 | 87,467,228 | ||||
Current Period’s Activities, Shares | 0 | ||||
Current Period’s Activities, Amount | 0 | 0 | 0 | 0 | 0 |
Net Loss for the interim period, Shares | 0 | ||||
Net Loss for the interim period, Amount | 0 | 0 | 0 | (457,366) | (457,366) |
Ending Balance, Amount at Sep. 30, 2010 | 874,673 | 63,683,159 | 0 | (71,272,062) | (6,714,230) |
Ending Balance, Shares at Sep. 30, 2010 | 87,467,228 | ||||
Beginning Balance, Amount at Dec. 31, 2010 | 874,673 | 63,683,159 | 0 | (71,433,702) | (6,675,870) |
Beginning Balance, Shares at Dec. 31, 2010 | 87,467,288 | ||||
Net Loss for the interim period, Shares | 0 | ||||
Net Loss for the interim period, Amount | 0 | 0 | 0 | (536,738) | (536,738) |
Ending Balance, Amount at Sep. 30, 2011 | $ 874,673 | $ 63,683,159 | $ 0 | $ (71,970,440) | $ (7,226,227) |
Ending Balance, Shares at Sep. 30, 2011 | 87,474,288 |
Note 1 Nature and Continuance of Operations | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 1 Nature and Continuance of Operations |
Creator Capital Limited (the Company) is a Bermuda exempted company, which in June 1997, changed its name from Sky Games International Ltd. to Interactive Entertainment Limited and on September 27, 2000 changed its name to Creator Capital Limited. At the 2010 Annual General Meeting the Shareholders approved to change the name of the Company to Fireflies Environmental Limited. At the next Annual General Meeting the Company will be requesting shareholder approval for returning the Company name to Creator Capital Limited
The Company is publicly quoted on the NASD Over the Counter Bulletin Board in the United States of America.
The Company is engaged in providing in-flight gaming and entertainment software and services by developing, implementing and operating or licensing computerized video gaming and other entertainment software on, but not limited to the aircraft of international commercial air carriers. Gaming software is marketed using the name Sky Games® and the entertainment software is marketed using the name Sky Play®. |
Note 10 Segmented Information | 9 Months Ended | ||||||||||||||||||||||||
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Sep. 30, 2011 | |||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||
Note 10 Segmented Information |
For the Nine months year-to-date period ended September 30, 2011 September 30, 2010 the details of identifiable revenues by geographic segments are as follows:
|
Note 14 Financial Instruments | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Notes to Financial Statements | |
Note 14 Financial Instruments |
Foreign Exchange Risk
Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rate. As at September 30, 2011, and as in all past fiscal periods, all of the Companys cash is held in US dollars, the Companys functional currency. The Company has no significant currency risk associated with its operations.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Companys cash and receivables are exposed to credit risk. The Company reduces its credit risk on cash by placing these instruments with institutions of high credit worthiness. The Company reduces its credit risk on accounts receivables by monitoring all accounts frequently. As at September 30, 2011 the Company is not exposed to any significant credit risk. Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Included in the loss for the period in the financial statements is interest income on US dollar cash. As at September 30, 2011, the Companys cash is subject to or exposed to interest rate risk, however, this risk is not significant.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk by maintaining sufficient cash balance to enable settlement of transactions on the due date. Accounts payable and accrued liabilities are current. Primarily the Company addresses its liquidity through its close relationship with its related parties, and secondarily, through equity financing obtained through the sale of common shares and the exercise of stock options. |
Balance Sheets (Unaudited) (USD $) | Sep. 30, 2011 | Dec. 31, 2010 | Jan. 01, 2010 |
---|---|---|---|
Statement of Financial Position [Abstract] | |||
Cash and cash equivalents | $ 2,584 | $ 9,786 | $ 7,958 |
Accounts receivable | 0 | 1,750 | 11,600 |
Prepaid expenses | 4,433 | 1,343 | 0 |
Total current assets | 7,017 | 12,879 | 19,558 |
Total Assets | 7,017 | 12,879 | 19,558 |
Accounts payable and accrued expenses | 477,767 | 405,048 | 316,519 |
Notes Payable | 177,988 | 154,592 | 104,322 |
Notes Payable – Related Parties | $ 35,935 | $ 35,935 | $ 12.500 |
Accrued dividends | 4,490,492 | 4,055,731 | 3,550,633 |
Preferred shares – Note 6 | 2,237,443 | 2,237,443 | 2,237,443 |
Total current liabilities | 7,419,625 | 6,888,749 | 6,275,852 |
Total Liabilities | 7,419,625 | 6,888,749 | 6,275,852 |
Authorized: 100,000,000 shares Issued: 87,467,288 (Mar.2008:87,467,288) | 874,673 | 874,673 | 874,673 |
Additional paid-in-capital | 63,683,159 | 63,683,159 | 63,683,159 |
Accumulated deficit | (71,970,440) | (71,433,702) | (70,814,126) |
Total Shareholder Equity | (7,412,608) | (6,875,870) | (6,256,294) |
Total Liabilities and Shareholders' Equity | $ 7,017 | $ 12,879 | $ 19,558 |
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