SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 20-F








☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934





OR





☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the fiscal year ended June 30, 2017





OR





TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ______________ to
__________________





OR





☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15D OF THE
SECURITIES EXCHANGE ACT OF 1934





Date of
event requiring this shell company report





Commission file
number: 000-50492





LiveReel Media Corporation


(Exact name
of Registrant as specified in its charter)





Canada


(Jurisdiction
of incorporation or organization)





333 Bay Street, Suite 1700,


Toronto, Ontario, M5H 2R2, Canada


(Address
of principal executive offices)





Graham Simmonds, T: 416-843-2881, F: 647-503-6601,


333 Bay Street, Suite 1700,


Toronto, Ontario, M5H 2R2, Canada


(Name,
Telephone, Facsimile number and Address of Company Contact
Person)











Securities
registered or to be registered pursuant to Section 12(b) of the
Act: None





Securities
registered or to be registered pursuant to Section 12(g) of the
Act.





Common shares without par value


(Title
of Class)





Securities
for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None





Indicate
the number of outstanding shares of each of the Issuer’s
classes of capital or common stock as of the close of the period
covered by the annual report





Common shares without par value – 23,521,744 as at June 30,
2017





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.


☐
Yes ☒ No





If this
report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.


☒
Yes ☐ No





Note -
Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those
Sections.





Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
report) and (2) has been subject to such filing requirements for
the past 90 days.


☒
Yes ☐ No





Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or such shorter period that the registrant was
required to submit and post such files).


☐
Yes ☒ No





Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (Check one):





Large
accelerated filer ☐ Accelerated filer ☐ Non-accelerated
filer ☒





Indicate
by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this
filing:





US GAAP
☐
International
Financial Reporting Standards
as
issued by the International Accounting
Standards Board
☒
Other
☐





If
“Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the
registrant has elected to follow.


☐
Item 17 ☐ Item 18





If this
is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange
Act).


☐
Yes ☒ No

















TABLE OF CONTENTS





Page No.Forward-Looking
Statements
4Foreign
Private Issuer Status and Currencies and Exchange
Rates
5Part I
5Item 1.
Identity of Directors, Senior Management and Advisors
5Item 2.
Offer Statistics and Expected Timetable
5Item 3.
Key Information
5Item 4.
Information on the Company
11Item 5.
Operating and Financial Review and Prospects
14Item 6.
Directors, Senior Management and Employees
18Item 7.
Major Shareholders and Related Party Transactions
24Item 8.
Financial Information
26Item 9.
The Offer and Listing
26Item
10. Additional Information
28Item
11. Quantitative and Qualitative Disclosures About Market
Risk
46Item
12. Description of Securities Other Than Equity
Securities
46Part II
46Item
13. Defaults, Dividend Arrearages and Delinquencies
46Item
14. Material Modifications to the Rights of Security Holders and
Use of Proceeds
47Item
15. Controls and Procedures
47Item
16. Audit Committee, Code of Ethics, and Principal Accountant's
Fees, and Services
48Part III
50Item
17. Financial Statements
50Item
18. Financial Statements
50Item
19. Exhibits
51Signature
54





3








FORWARD-LOOKING STATEMENTS





This
annual report includes "forward-looking statements." All
statements, other than statements of historical facts, included in
this annual report that address activities, events or developments,
which we expect or anticipate, will or may occur in the future are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended.





The
words "believe", "intend", "expect", "anticipate", "project",
"estimate", "predict" and similar expressions are also intended to
identify forward-looking statements.





These
forward-looking statements address, among others, such issues
as:





-
Future earnings and cash flow,


-
Expansion and growth of our business and operations,
and


- Our
prospective operational and financial information.





These
statements are based on assumptions and analyses made by us in
light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as
other factors we believe are appropriate in particular
circumstances. However, whether actual results and developments
will meet our expectations and predictions depends on a number of
risks and uncertainties, which could cause actual results to differ
materially from our expectations, including the risks set forth in
"Item 3-Key Information-Risk Factors" and the
following:





-
Fluctuations
in prices of our products and services,-
Potential
acquisitions and other business opportunities,-
General
economic, market and business conditions, and-
Other
risks and factors beyond our control.





Consequently,
all of the forward-looking statements made in this annual report
are qualified by these cautionary statements. We cannot assure you
that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have
the expected effect on us or our business or
operations.





Unless
the context indicates otherwise, the terms "LiveReel Media
Corporation", “the "Company”, "LiveReel",
“we”, “us”, “our” and
“registrant” are used interchangeably in this Annual
Report and mean LiveReel Media Corporation and its
subsidiary.





4





FOREIGN PRIVATE ISSUER STATUS AND CURRENCIES AND EXCHANGE
RATES





Foreign Private Issuer Status





LiveReel
Media Corporation is a Canadian corporation governed under the
Canada Business Corporations
Act of Canada. Approximately 90% of its common shares is
held by substantially less than 350 non-United States citizens and
residents as of the day of its most recently completed fiscal year
and our business is administered principally outside the United
States. As a result, we believe that we qualify as a "foreign
private issuer" for continuing to report regarding the registration
of our common shares using this Form 20-F annual report
format.





Currency





The
financial information presented in this Annual Report is expressed
in Canadian dollars ("CDN $") and the financial data in this Annual
Report is presented in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board ("IASB"). Such financial
data conforms in all material respects with accounting principles
generally accepted in the United States ("U.S. GAAP").





All
dollar amounts set forth in this report are in Canadian dollars,
except where otherwise indicated.





PART I





ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISORS





Not
applicable.





ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE





Not
applicable.





ITEM 3 - KEY INFORMATION





(A) SELECTED FINANCIAL DATA





This
Report includes audited consolidated financial statements of the
Company for the years ended June 30, 2017, 2016 and 2015. These
audited consolidated financial statements have been prepared in
accordance with IFRS as issued by the IASB.





The
following is selected financial data for the Company for each of
the last three fiscal years ended 2015 through 2017 on a
consolidated basis. The data is extracted from the audited
consolidated financial statements of the Company for each of the
said years.





5





Summary of Financial Information in Accordance with International
Financial Reporting Standards (IFRS) (Canadian $)





Operating data – Fiscal year ended June 30





For
the Years Ending June 30,
2017
2016
2015$
$
$Revenue
-
-
-Net loss for
year
(88,405)
(73,712)
(106,368)Net loss per
share
(0.004)
(0.003)
(0.005)Working capital
deficit
(626,476)
(538,071)
(464,359)Total
assets
6,756
7,775
963Total
liabilities
633,232
545,846
465,322Capital
stock
7,880,660
7,880,660
7,880,660Contributed
surplus
361,196
361,196
361,196Equity component of
debt


-Accumulated
deficit
(8,868,332)
(8,779,927)
(8,706,215)Shareholders’
deficiency
(626,476)
(538,071)
(464,359)





Summary of Financial Information in Accordance with U.S. GAAP (CDN
$)


Operating data – Fiscal year ended June 30





For
the Years Ending June 30,
2017
2016
2015$
$
$Revenue
-
-
-Net loss for
year
(88,405)
(73,712)
(106,368)Net loss per
share
(0.004)
(0.003)
(0.005)Total
assets
6,756
7,775
963Accumulated
deficit
(8,868,332)
(8,779,927)
(8,706,215)Shareholders’
deficiency
(626,476)
(538,071)
(464,359)


The
Company has not declared or paid any dividends in any of its last
three fiscal years.





Exchange Rates





In this
Annual Report on Form 20-F, unless otherwise specified, all
monetary amounts are expressed in Canadian dollars.  The
exchange rates used herein were obtained from Bank of Canada;
however, they cannot be guaranteed.





On
September 30, 2017, being the last day of September 2017, the
exchange rate, based on the noon buying rates, for the conversion
of Canadian dollars into United States dollars (the “Noon
Rate of Exchange”) was $0.8013.





6





The
following table sets out the high and low exchange rates for each
of the last six months.





2017
September
August
July
June
May
AprilHigh for
period
$0.8245
$0.8012
$0..8034
$0.7706
$0.7437
$0.7533Low for
period
$0.8013
$0.7840
$0.7703
$0.7405
$0.7276
$0.7320





The
following table sets out the average exchange rates for the five
most recent financial years calculated by using the average of the
Noon Rate of Exchange on the last day of each month during the
period.





Year Ended June
30,2017
2016
2015
2014
2013Average for the
year
$0.7564
$0.7540
$0.8466
$0.9367
$0.9735





(B) CAPITALIZATION AND INDEBTEDNESS





Not
applicable.





(C) REASONS FOR THE OFFER AND USE OF PROCEEDS





Not
applicable.





(D) RISK FACTORS





The
following is a brief discussion of those distinctive or special
characteristics of the Company’s operations and industry that
may have a material adverse impact on, or constitute risk factors
in respect of, the Company’s future financial
performance.





THE COMPANY HAS AN UNSUCCESSFUL OPERATING HISTORY





The
Company is not profitable and has had no significant revenue since
its inception in March 1997. The Company has operated at a loss to
date and in all likelihood will continue to sustain operating
expenses in the foreseeable future. There is no assurance that the
Company will ever be profitable.





The
Company’s audited consolidated financial statements for the
year ended June 30, 2017 have been prepared assuming that the
Company will continue as a going concern, however, there can be no
assurance that the Company will be able to do so. The
Company’s ability to continue as a going concern is dependent
upon its ability to access sufficient capital until it has
profitable operations. The Company continues to receive funding
from its shareholders and related parties to assist with the
Company’s working capital requirements. These financial
statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the
amount and classification of liabilities or any other adjustments
that might be necessary should the Company be unable to continue as
a going concern. Such adjustments could be material.





7





WE MAY CHOOSE INVESTMENT STRATEGIES THAT ARE
UNSUCCESSFUL





The
controlling shareholders of the Company changed in March 2015 and a
new Board of Directors was appointed. The Company has focused its
efforts on the identification and evaluation of other assets or
businesses for purchase in the media, technology and consumer
industries. The Company has not yet identified or selected any
additional specific investment opportunity or business.
Accordingly, there is no current basis for the reader to evaluate
the possible merits or risks of the investment opportunity which we
may ultimately decide to pursue.





THE COMPANY'S COMMON SHARES ARE CONSIDERED TO BE PENNY STOCK, WHICH
MAY ADVERSELY AFFECT THE LIQUIDITY OF ITS COMMON
SHARES





The
common shares of the Company would be classified as “penny
stock” as defined in Reg. § 240.3a51-1 promulgated under
the Securities Exchange Act of
1934 (the “1934 Act”).  In response to
perceived abuse in the penny stock market generally, the 1934 Act
was amended in 1990 to add new requirements in connection with
penny stocks.  In connection with effecting any transaction in
a penny stock, a broker or dealer must give the customer a written
risk disclosure document that (a) describes the nature and level of
risk in the market for penny stocks in both public offerings and
secondary trading, (b) describes the broker’s or
dealer’s duties to the customer and the rights and remedies
available to such customer with respect to violations of such
duties, (c) describes the dealer market, including
“bid” and “ask” prices for penny stock and
the significance of the spread between the bid and ask prices, (d)
contains a toll-free telephone number for inquiries on disciplinary
histories of brokers and dealers, and (e) define significant terms
used in the disclosure document or the conduct of trading in penny
stocks.  In addition, the broker-dealer must provide to a
penny stock customer a written monthly account statement that
discloses the identity and number of shares of each penny stock
held in the customer’s account, and the estimated market
value of such shares.  The extensive disclosure and other
broker-dealer compliance related to penny stocks may result in
reducing the level of trading activity in the secondary market for
such stocks, thus limiting the ability of the holder to sell such
stock.





MARKET PRICE FOR THE COMPANY'S COMMON SHARES HAS BEEN VOLATILE IN
THE PAST AND MAY DECLINE IN THE FUTURE





In recent years, the securities markets in Canada and the United
States have experienced a high level of price and volume
volatility, and the market prices of securities of many companies,
particularly small-cap companies like LiveReel, have experienced
wide fluctuations which have not necessarily been related to the
operating performance, underlying asset values or prospects of such
companies. Our shares may continue to experience significant market
price and volume fluctuations in the future in response to factors,
which are beyond our control.





8





THE COMPANY WILL NEED TO RAISE ADDITIONAL FINANCING TO MEET FUTURE
OPERATING NEEDS AND IMPLEMENT ITS NEW BUSINESS
STRATEGY





The
Company continues to review different investment opportunities in
the media, technology and consumer industries. If the Company is
unable to achieve revenue or obtain financing and cannot pay its
debts as they become due, it may be forced to solicit a buyer or be
forced into bankruptcy by its creditors.





On
December 19, 2012, the Company entered into an unsecured loan
agreement with Difference Capital Financial Inc.
(“Difference”), at the time an arms’ length
party, in the aggregate principal amount of $50,000. The loan had a
term of twelve months maturing December 19, 2013, accrued interest
at 12% per annum until maturity, and could be prepaid at any time
without notice or penalty. On May 28, 2014, the Company extended
the term of its loan agreement with Difference to provide that such
loans now mature on a demand basis.





On
March 22, 2013, Difference, at the time the Company’s largest
shareholder, entered into an unsecured loan agreement in the
aggregate principal amount of $150,000. The loan had a term of
twelve months maturing March 22, 2014, accrued interest at 12% per
annum until maturity, and would be prepaid at any time without
notice or penalty. On May 28, 2014, the Company extended the term
of its loan agreements with Difference to provide that such loans
now mature on a demand basis.





On
March 10, 2015, the aforementioned short-term loans payable of
$200,000 and accrued interest of $49,825 (collectively the
“Short-Term Loans Payable”) owing to Difference were
fully settled in a transaction by entities related to the Company.
On March 10, 2015, the Short-Term Loans Payable in the amount of
$249,825 and other related party advances in the amount of
$124,822, were fully settled with the issuance of $374,647 in
related party notes payable (the “Notes Payable”) to
new entities related to the Company at the time of the transaction.
The Notes Payable are unsecured, accrue interest at 12% per annum
and are due on demand.





During
fiscal 2017 and 2016, the Company’s largest shareholders
continued to advance working capital to the Company on an as needed
basis to fund its working capital requirements.





The
Company has significant debts mostly with its largest shareholders.
The failure of the Company to pay its debts when due may result in
the creditors realizing on the assets of the Company.





9





DIVIDENDS





All of
the Company's available funds will be invested to finance the
growth of the Company's business and therefore investors cannot
expect and should not anticipate receiving a dividend on the
Company's common shares in the foreseeable future.





DILUTION





The
Company may in the future grant to some or all of its own and its
subsidiaries' directors, officers, insiders and key consultants
options to purchase the Company's common shares as non-cash
incentives to those people. Such options may be granted at exercise
prices equal to market prices at a time when the public market is
depressed or at exercise prices which may be substantially lower
than the market prices. To the extent that significant numbers of
such options may be granted and exercised, the interests of the
then existing shareholders of the Company may be subject to
additional dilution.





The
Company is currently without a source of revenue and therefore is
not able to adequately cover its operating costs. The Company will
most likely be required to issue additional securities to finance
its operations and may also issue substantial additional securities
to finance the development of any or all of its projects. These
actions will cause further dilution of the interests of the
existing shareholders.





SHARES ELIGIBLE FOR FUTURE SALE MAY DEPRESS OUR STOCK
PRICE





At October 30, 2017, the Company had 31,202,854 shares of common
stock outstanding of which approximately 26,448,310 are restricted
securities under Rule 144 promulgated under the Securities
Act.





Sales of common shares pursuant to an effective registration
statement or under Rule 144 or another exemption under the US
Securities Act could have a material adverse effect on the price of
our common shares and could impair our ability to raise additional
capital through the sale of equity securities.





YOUR RIGHTS AND RESPONSIBILITIES AS A SHAREHOLDER WILL BE GOVERNED
BY CANADIAN LAW AND DIFFER IN SOME RESPECTS FROM THE RIGHTS AND
RESPONSIBILITIES UNDER U.S. LAW





The
Company is governed under the Canadian Business Corporations Act (the
“CBCA”). The rights and responsibilities of holders of
our shares are governed by our Articles and By-Laws and by CBCA.
These rights and responsibilities may differ in some respects from
the rights and responsibilities of shareholders in typical U.S.
corporations.





10





CHANGING REGULATIONS OF CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE
CAN CAUSE ADDITIONAL EXPENSES AND FAILURE TO COMPLY MAY ADVERSELY
AFFECT OUR REPUTATION AND THE VALUE OF OUR SECURITIES





Changing
laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002,
new SEC regulations and new and changing provisions of Canadian
securities laws, are creating uncertainty because of the lack of
specificity and varying interpretations of the rules. As a result,
the application of the rules may evolve over time as new guidance
is provided by regulatory and governing bodies, which could result
in continuing uncertainty regarding compliance matters and higher
costs necessitated by ongoing revisions to disclosure and
governance practices. The Company is committed to maintaining high
standards of corporate governance and public disclosure. As a
result, our efforts to comply with evolving laws, regulations and
standards have resulted in, and are likely to continue to result
in, increased general and administrative expenses and a diversion
of management time and attention from revenue-generating activities
to compliance activities. Any failure to comply with applicable
laws may materially adversely affect its reputation and the value
of its securities.





ITEM 4 - INFORMATION ON THE COMPANY





(A) HISTORY AND DEVELOPMENT OF THE COMPANY





The
Company was originally incorporated under the Business Corporation Act (Ontario) on
March 18, 1997 as a result of an amalgamation under the name
"Biolink Corp." The Company went through several name changes and
changes in its business activities. The Company changed its name
from Noble House Entertainment Inc. to LiveReel Media Corporation
effective October 12, 2006. The Company’s wholly-owned
subsidiary changed its name from Noble House Film & Television
Inc. to LiveReel Productions Corporation (“LRPC”)
effective August 10, 2006. On October 26, 2006, LiveReel completed
its continuance under the jurisdiction of the CBCA from being
governed by the Business
Corporation Act (Ontario).





The
Company is a “reporting issuer” in the Province of
Ontario, Canada which is governed by the Ontario Securities
Commission. The Company is a fully reporting OTC Markets company
and its common shares are currently listed and trade on the OTC QB
under the trading symbol “LVRLF”.





The
Company’s business plan continued to evolve. During most of
fiscal 2007 and 2008, management focused on the financing and
distribution of feature films. However, in fiscal 2007, management
also received board of director approval to utilize excess cash in
our business to pursue additional investment opportunities outside
the film industry in order to potentially increase our return to
shareholders. Management is not limited to any particular industry
or type of business with respect to what it considers as investment
opportunities.





11





The
Company is a Canadian-domiciled company focused on the
identification and evaluation of other assets or businesses for
purchase in the media, technology and consumer industries. The
Company’s registered office is 333 Bay Street, Suite 1700,
Toronto, ON, M5H 2R2.





On
September 17, 2012, the Company entered into an unsecured loan
agreement with Billidan Family Trust, a related party to the
Company's former largest shareholder, in the aggregate principal
amount of $25,000. The loan had a term of 12 months ending
September 17, 2013, accrued interest at 12% per annum until
maturity, and could be prepaid at any time upon payment of a
penalty of $2,000. This note and all accrued interest was repaid in
connection with the change of control of the Company and additional
debt financing of the Company on March 22, 2013.





On
December 19, 2012, the Company entered into an unsecured loan
agreement with Difference, at the time an arms’ length party,
in the aggregate principal amount of $50,000. The loan had a term
of twelve months maturing December 19, 2013, accrued interest at
12% per annum until maturity, and could be prepaid at any time
without notice or penalty. On May 28, 2014, the Company extended
the term of its loan agreements with Difference to provide that
such loans now mature on a demand basis. On March 10, 2015, the
loans payable owing to Difference were fully settled in a
transaction by entities related to the Company.





On
March 22, 2013, Difference, at the time the Company’s largest
shareholder, entered into an unsecured loan agreement in the
aggregate principal amount of $150,000. The loan had a term of
twelve months maturing March 22, 2014, accrued interest at 12% per
annum until maturity, and would be prepaid at any time without
notice or penalty. On May 28, 2014, the Company extended the term
of its loan agreements with Difference to provide that such loans
now mature on a demand basis. On March 10, 2015, the loans payable
owing to Difference were fully settled in a transaction by entities
related to the Company.





On
March 22, 2013, Difference entered into five separate stock
purchase agreements with arms-length third parties whereby it
acquired 20,648,150 common shares in the capital of the Company,
representing approximately 87.8% of the issued and outstanding
voting securities of the Company on a fully-diluted
basis.





Following
the change of control of the Company, the Company announced the
appointment of Michael Wekerle and Henry Kneis who joined the board
of directors following the resignation of Janice Barone and Diana
van Vliet and at later date, Jason Meretsky. Jason Meretsky, the
Company’s Chief Executive Officer resigned and was replaced
by Michael Wekerle. Steve Wilson, the Company’s Chief
Financial Officer resigned and was replaced by Henry
Kneis.





12





On May
28, 2014, the Company extended the term of its loans with
Difference to provide that such loans now mature on a demand
basis.





On
March 10, 2015, the existing board consisting of Michael Wekerle,
Henry Kneis and Thomas Astle resigned as members of the board of
directors and were replaced with Graham Simmonds, Ashish Kapoor and
Henry J. Kloepper. Michael Wekerle resigned as Chief Executive
Officer and was replaced by Graham Simmonds. Henry Kneis, the
Corporation's Chief Financial Officer resigned and was replaced by
Ashish Kapoor who was also appointed Secretary.





On
March 10, 2015, the loans payable of $200,000 and accrued interest
of $49,825 and other related party advances in the amount of
$124,822 owing to Difference, were fully settled with the issuance
of $374,647 in related party notes payable (the “Notes
Payable”) to new entities related to the Company at the time
of the transaction. The Notes Payable are unsecured, accrue
interest at 12% per annum and are due on demand.





On
September 22, 2017, Graham Simmonds resigned as Chief Executive
Officer and was replaced by Thomas M. Turner, Jr.





The
Board currently consists of three directors, Henry J. Kloepper, J.
Graham Simmonds and Ashish Kapoor.





Currently,
the Company is focused on preserving its cash by minimizing
operating expenses, and looking to investment opportunities both
within and outside of the film industry.





(B) BUSINESS OVERVIEW





On
March 10, 2015, the then existing board consisting of Michael
Wekerle, Henry Kneis and Thomas Astle resigned as members of the
board of directors and were replaced with J. Graham Simmonds,
Ashish Kapoor and Henry J. Kloepper. Mr. Wekerle resigned as Chief
Executive Officer and was replaced by J. Graham Simmonds. Mr.
Kneis, the Corporation's Chief Financial Officer resigned and was
replaced by Ashish Kapoor who was also appointed
Secretary.





The
Board currently consists of three directors, Henry J. Kloepper, J.
Graham Simmonds and Ashish Kapoor.





Currently,
the Company is focused on preserving its cash by minimizing
operating expenses, and looking to investment opportunities both
within and outside of the film industry.





13





(C) ORGANIZATIONAL STRUCTURE





As at
June 30, 2017 the Company had only one wholly-owned subsidiary,
LiveReel Productions Corporation, as explained above in
(A).





(D) PROPERTY PLANTS AND EQUIPMENT





The
Company does not own or lease any real property.





The
Company’s registered office is 333 Bay Street, Suite 1700,
Toronto, Ontario, M5H 2R2, Canada. Itis not charged monthly rent under
this arrangement.





ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS





(A) OPERATING RESULTS





The
following discussion should be read in conjunction with the audited
consolidated financial statements of the Company and notes thereto
contained elsewhere in this report.





Results of operations





For
the Years Ending June 30,
2017
2016
2015$
$
$Revenue
-
-
-Expenses
(88,405)
(73,712)
(106,368)Net loss for
year
(88,405)
(73,712)
(106,368)Net loss per
share
(0.004)
(0.003)
(0.005)





Overview





The
following were the key events during the year ended June 30,
2017:





The
Company is focused on preserving its cash by minimizing operating
expenses while management evaluates investment opportunities in the
media, technology and consumer industries. Operating expenses
incurred during the year ended June 30, 2017 were primarily from
professional fees, shareholder information costs in connection with
the Company’s public filings and financing costs related to
the Notes Payable.





During
the year ended June 30, 2017, the Company accrued interest of
$55,580 (2016 - $49,322; 2015 - $30,424) on loans due to related
parties.





During
the year ended June 30, 2017, the Company expensed $nil (2016 -
$5,500; 2015 - $11,500) in fees payable to a related entity for
accounting and consulting services.





14





During
the year ended June 30, 2017, the Company received $2,420 (2016 -
$20,302; 2015 - $15,000) in advances from related parties, for
working capital purposes.





The
following were the key events during the year ended June 30, 2016
and 2015:





The
Company was focused on preserving its cash by minimizing operating
expenses while management evaluated investment opportunities in the
media, technology and consumer industries. Operating expenses
incurred during the year ended June 30, 2016 and 2015 were
primarily from professional fees, shareholder information costs in
connection with the Company’s public filings and financing
costs related to the Notes Payable.





Revenues





The
Company had no revenue during the years ended June 30, 2017, 2016
and 2015.





Expenses





The
overall analysis of the expenses is as follows:





For the Years Ending June 30,
2017
2016
2015$
$
$Legal and
professional fees
8,250
2,500
89,191Shareholders
information
19,107
16,011
44,734Write off of HST
receivable
5,239
-
-Office and
general
229
5,879
12,764Financing
costs
55,580
49,322
30,424(Gain) on
settlement of related party advances
-
-
(70,745)88,405
73,712
106,368





Legal and Professional Fees





Legal
and professional fees during the year ended June 30, 2017 was
$8,250 compared to $2,500 and $89,191 for the years ended June 30,
2016 and 2015, respectively. Professional fees consisted primarily
of legal and audit fees and accruals for assistance in the review
of the Company’s public filings, annual general meeting
preparation and other corporate matters. The decrease in fees is
due to an over accrual of professional fees in 2015.





15





Shareholder Information





Shareholder
information costs during the year ended June 30, 2017 was $19,107
compared to $16,011 for the year ended June 30, 2016 and $44,734
for the year ended June 30, 2015. Shareholder information costs for
the years ended June 30, 2017, 2016 and 2015 comprised of annual
general meeting fees, transfer agent fees and related filing fees.
The decrease in fees is due to the Company no longer outsourcing
its filings for the years ended June 30, 2017 and
2016.





Write Offs





During
the year ended June 30, 2017, the Company wrote off $5,239 in HST
receivables due to a provision resulting from the uncertainty of
collectability of the HST credits.





Office and General





Office
and general costs during the year ended June 30, 2017 was $229
compared to $5,879 and $12,764 for the years ended June 30, 2016
and 2015, respectively. In 2016, office and general costs were the
result of outsourced accounting and administrative services being
performed by a related party, as well as foreign exchange losses.
In 2015 these costs include consulting fees, bank charges,
insurance and other various small office expenses not categorized
elsewhere in the financial statements.





Financing Costs





During
the year ended June 30, 2017, the Company accrued interest of
$55,580 on loans due to related parties as compared to $49,322 and
$30,424 for the years ended June 30, 2016 and 2015,
respectively.





Settlement
of Related Party Advances





During
the year ended June 30, 2015, Difference forgave $70,745 of related
party advances received by the Company. The remainder of the
related party payable due to Difference was settled with the
issuance of the Notes Payable.





(B) LIQUIDITY AND CAPITAL RESOURCES





Working
Capital





At June
30, 2017, the Company had a net working capital deficit of $626,476
as compared to a working capital deficit of $538,071 at June 30,
2016. HST receivable at June 30, 2017 was $nil compared to $3,639
at June 30, 2016. Prepaid expense at June 30, 2017 was $6,756
compared to $4,136 at June 30, 2016.





At June
30, 2017, the Company had accounts payable and accrued liabilities
of $88,415 (2016 - $59,029), due to related parties of $170,170
(2016 - $112,170) and related party notes payable of $374,647 (2016
- $374,647).





16





With
the continued financial support from the Company’s related
parties, the Company believes it will able to meet its cash
requirements in the upcoming fiscal year.





Operating cash flow





For the
year ended June 30, 2017, the Company used cash of $2,420 (June 30,
2016: $20,302, June 30, 2015: $122,659) in operating activities to
fund the Company’s operating expenses.





The
Company’s operating cash requirements was met through working
capital advances from related parties.





Investment cash flows





The
Company had no investment activities during the years ended June
2017, 2016 and 2015.





Financing cash flows





Net
cash provided by financing activities for the year ended June 30,
2017 was $2,420, compared to $20,302 for the year ended June 30,
2016 and $121,409 for the year ended June 30, 2015.





(C) RESEARCH
AND DEVELOPMENT, PATENTS AND LICENSES





The
Company has not spent any funds on research and development during
the fiscal years ended 2017, 2016 and 2015.





(D) TREND
INFORMATION





There
are no trends, commitments, events or uncertainties presently known
to management that are reasonably expected to have a material
effect on the Company’s business, financial condition or
results of operation other than the nature of the business (Refer
to the heading entitled “Risk Factors”).





(E)OFF-BALANCE
SHEET ARRANGEMENTS





As at
June 30, 2017, the Company did not have any off balance sheet
arrangements, including any relationships with unconsolidated
entities or financial partnerships to enhance perceived
liquidity.





17





(F)CONTRACTUAL
OBLIGATIONS





Other
than the Notes Payable, there are no key contractual obligations as
at June 30, 2017.





(G)SAFE
HARBOR





Statements
in Item 5 of this Annual Report on Form 20-F that are not
statements of historical fact, constitute “forward-looking
statements.” See “Forward-Looking Statements” on
page 1 of this Annual Report. The Company is relying on the safe
harbor provided in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, in making such forward-looking statements.





ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





(A) DIRECTORS AND SENIOR MANAGEMENT





Mr. Graham Simmonds joined the Board of Directors as
Chairman on March 10, 2015. Mr. Simmonds also assumed the role of
Chief Executive Officer of the Company between March 10, 2015 to
September 22, 2017 and replaced by Mr. Turner. Mr. Simmonds has
over 18 years of experience in public company management and
business development projects within both the gaming and technology
sectors. Mr. Simmonds is licensed and/or has previously been
licensed/registered with a number of horse racing and gaming
commissions in the United States and Canada. Mr. Simmonds developed
and launched the first in-home digital video horse racing service
in North America and is a former director and partner in eBet
Technologies Inc., a licensed ADW operator and software developer
for the online horse racing industry in the United States. eBet
Technologies Inc. was successfully sold to Sportech PLC in December
of 2012. He is the former chairman and CEO of DealNet Capital
Corp., a consumer finance company listed on the TSX Venture
Exchange in Toronto, Canada.





We
believe Mr. Simmonds is well-qualified to serve as Chairman of the
Board of Directors due to his public company experience,
operational experience and business contacts.





18





Mr. Ashish Kapoor CPA, CA, CFA joined the Board of Directors
on March 10, 2015. Mr. Kapoor also assumed the roles of Chief
Financial Officer and Corporate Secretary of the Company, effective
March 10, 2015. Mr. Kapoor has over 15 years of experience in
providing capital markets advisory and assurance services as a
finance professional. After obtaining his Chartered Accountant
designation at Ernst & Young, Mr. Kapoor has gained over 10
years of experience in investment banking, advising client across
various industries. As a senior vice president at Macquarie Capital
Markets Canada Ltd., Mr. Kapoor was responsible for the Canadian
telecom, media, entertainment and technology investment banking and
principal investing group. During his 10 years at Macquarie, Mr.
Kapoor completed in excess of $3B in successful principal
investments and advised on a further $4B of mergers and
acquisitions for third party clients. Prior to Macquarie, Mr.
Kapoor obtained his Chartered Accountant designation as part of the
Ernst & Young’s Toronto practice and was awarded the Gold
Medal for first place in Ontario, and the Bronze Medal for third
place in Canada on the 2000 Chartered Accountancy Uniform Final
Examination. Mr. Kapoor is also a CFA Charter holder and holds a
Masters of Accounting and a Bachelor of Arts degree from University
of Waterloo.





We
believe Mr. Kapoor is well-qualified to serve as a member of the
Board of Directors due to his public company experience, financial
markets knowledge and business contacts.





Mr. Henry J. Kloepper joined the Board of Directors on March
10, 2015. Mr. Kloepper is a leading financier and has been involved
in investment banking and corporate finance for over 30 years. He
brings a rounded knowledge of the capital markets, strategic
growth, and investments. Mr. Kloepper is currently CEO of Captor
Capital Corp. Mr. Kloepper was previously a director and president
of Mogul Energy International Inc. and has held executive positions
with Award Capital, JP Morgan, Citibank, Bank of America, and North
American Trust in the US, Canada, and Europe.





We
believe Mr. Kloepper is well-qualified to serve as a member of the
Board of Directors and Chairman of the Audit Committee due to his
public company experience, financial markets knowledge and business
contacts.





Mr. Thomas (Taz) M. Turner joined the Company as Interim
Chief Executive Officer on September 22, 2017. Mr. Turner has over
15 years of experience in the capital markets focused on both debt
and equity securities in the technology, media, telecom and
consumer industries. Since founding Southshore Capital Partners, LP
in 2009, Mr. Turner has guided the growth of Southshore’s
fundamentally-driven long/short global equity hedge fund as General
Partner. Prior to Southshore, Mr. Turner held progressive positions
at hedge funds and private equity funds with Tala Investments,
Trafelet Delta Funds and ABS Capital Partners, where he specialized
in technology, media and telecom investments. Mr. Turner graduated
from the University of Virginia with a Bachelor of Science in both
Commerce and Mathematics.





(B) COMPENSATION





The
compensation payable to directors and officers of the Company and
its subsidiary is summarized below:





1.General





The
Company does not compensate directors for acting solely as
directors. Except as described below, the Company does not have any
arrangements pursuant to which directors or officers are
remunerated by the Company or its subsidiary for their services in
their capacity as directors or officers, except for the
reimbursement of direct expenses.





The
Company does not have any pension plans and has not issued any
stock options.





19





2. Statement of Executive Compensation





Each of
Mr. Turner, the current Interim Chief Executive Officer of the
Company, and Mr. Kapoor, the current Chief Financial Officer of the
Company, do not receive any fees for services
rendered.





The
following table and accompanying notes set forth all compensation
paid by the Company to all persons who served as Company directors
and senior management during the fiscal year ended June 30, 2017.
The information is provided for the fiscal years ended 2017, 2016
and 2015.





Name and
principal position
Year
Salary
($)
Share-based
awards
($)
Option-based
awards ($)
Non-equity
incentive
plan
compensation ($)
Pension value
($)
All other
compensation ($)
Total
compensation
($)Annual
incentive
plans
Long-termincentive
plansGraham
Simmonds,
Director,
Former Chief Executive Officer
2017
2016
2015
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N
Nil
Nil
NilAshish
Kapoor,
Chief
Financial Officer, Director
2017
2016
2015
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilHenry
J. Kloepper,
Director
2017
2016
2015
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
NilMichael
Wekerle,
Former
Chief Executive Officer
2017
2016
2015
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
NilHenry
Kneis, Former Chief Financial Officer
2017
2016
2015
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
NilThomas
Astle,
Former
Director
2017
2016
2015
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil
-
-
Nil





Long Term Incentive Plan (LTIP) Awards





The
Company does not have a LTIP, pursuant to which cash or non-cash
compensation intended to serve as an incentive for performance
(whereby performance is measured by reference to financial
performance or the price of the Company’s securities) was
paid or distributed to the Named Executive Officers during the most
recently completed fiscal year.





Defined Benefit or Actuarial Plan Disclosure





There
is no pension plan or retirement benefit plan that has been
instituted by the Company and none are proposed at this
time.





(C) BOARD PRACTICES





Subject
to the CBCA, directors may be appointed at any time in accordance
with the by-laws of the Company and then re-elected annually by the
shareholders of the Company. Directors receive no compensation for
serving as such, other than the reimbursement of direct expenses
and the grant of stock options, at the discretion of the Board of
Directors. None of the existing directors have been granted any
stock options. Officers are appointed annually by the Board of
Directors of the Company and serve at the discretion of the Board
of Directors.





20





The
Company has not set aside or accrued any amount for retirement or
similar benefits to the directors.





The
members of the Board of Directors consist of Graham Simmonds,
Ashish Kapoor and Henry J. Kloepper. Mr. Graham Simmonds serves as
Chairman of the Board of Directors.





Mandate of the Board





The
Board has adopted a mandate, in which it has explicitly assumed
responsibility for the stewardship of LiveReel. In carrying out its
mandate the Board holds at least four meetings (or consent
resolutions, where applicable) annually. The frequency of meetings,
as well as the nature of the matters dealt with, will vary from
year to year depending on the state of our business and the
opportunities or risks, which we face from time to time. To assist
in the discharge of its responsibilities, the Board has designated
an Audit Committee, as more particularly discussed
below.





Corporate Governance Committee





The
Company does not currently have a Corporate Governance Committee.
The directors determined that, in light of the Company’s size
and resources, setting up such a committee would not be practical
for the Company at this time.





Audit Committee





The
members of the Audit Committee consist of Henry J. Kloepper, Graham
Simmonds and Ashish Kapoor. Henry J. Kloepper serves as the
Chairman of the Audit Committee and audit committee financial
expert. Mr. Kloepper is independent of management.





While
each of Mr. Simmonds and Mr. Kapoor would not be considered an
independent director under an objective test in that Mr. Simmonds
and Mr. Kapoor serve as non-paid consultants, holding the roles of
the Company’s Former Chief Executive Officer and Chief
Financial Officer, respectively; however, the Board of Directors
has made a subjective determination that no relationships exist
which would interfere with the exercise of independent judgment in
Mr. Simmonds and Mr. Kapoor, carrying out the responsibilities of a
director. The Company has minimal cash reserves and its debts are
with its largest shareholders. The Company’s largest
shareholders have taken an active approach to examining business
opportunities that could enhance shareholders returns and, if
consummated, the Company will be in a position to attract
independent board members.





21





The
Audit Committee’s primary function is to assist the Board of
Directors in fulfilling its oversight responsibilities with respect
to accounting and financial reporting processes, the integrity of
the financial statements the Company, compliance with legal and
regulatory requirements, the overall adequacy and maintenance of
the systems of internal controls that management has established
and the overall responsibility for the Company’s external and
internal audit processes including the external auditor’s
qualifications, independence and performance.





The
Audit Committee has the duty to review and ensure that the
Company’s financial disclosures are complete and accurate,
are in accordance with generally accepted accounting principles and
fairly present the financial position and risks of the
organization. The Audit Committee should, where it deems
appropriate, review compliance with laws and regulations and the
Company’s own policies.





The
Audit Committee provides the Board of Directors with such
recommendations and reports with respect to the financial
disclosures of the Company as it deems advisable.





Compensation Committee





The
Company does not currently have a Compensation Committee. The
directors determined that, in light of the Company’s size and
resources, setting up such a committee would be too expensive for
the Company at this time. None of the current directors or officers
is entitled to receive any compensation for acting in such
capacity. In addition, no stock options have been granted to any
director or officer of the Company.





(D) EMPLOYEES





The
Company presently has no permanent employees. It uses the services
of consultants from time to time.





(E) SHARE OWNERSHIP





The
Corporation had the following plans as at June 30, 2017 and October
27, 2017:





1.
2006
Stock Option Plan, as amended on July 22, 2008, which provides for
the issuance of up to 4,000,000 options.





2.
2006
Consultant Stock Compensation Plan, which provides for the issuance
of up to 1,000,000 shares.





22





The
objective of these Plans is to provide for and encourage ownership
of common shares of the Company by its directors, officers,
consultants and employees and those of any subsidiary companies so
that such persons may increase their stake in the Company and
benefit from increases in the value of the common shares. The Plans
are designed to be competitive with the benefit programs of other
companies in the industry. It is the view of management that the
Plans are a significant incentive for the directors, officers,
consultants and employees to continue and to increase their efforts
in promoting the Company’s operations to the mutual benefit
of both the Company and such individuals and also allow the Company
to avail of the services of experienced persons with minimum cash
outlay.





The
following table sets forth the share ownership of those persons
listed in subsection 6.B above and includes details of all warrants
held by such persons at October 27, 2017:





Option-Based
Awards
Share-Based
AwardsName
Number of
Shares
Held
Number of
securities underlying unexercised options
(#)
Option exercised
price
($)
Option
expiration date
Value of
unexercised in-the-money options
($)
Number of shares
or units of shares that have not vested
(#)
Market or payout
value of share based awards that have not
vested
($)Graham
Simmonds,
Director,
Former Chief Executive Officer
1,858,334(1)
Nil
Nil
Nil
Nil
Nil
NilAshish
Kapoor, Chief Financial Officer, Director
5,895,046(2)
Nil
Nil
Nil
Nil
Nil
NilHenry
J. Kloepper, Director
Nil
Nil
Nil
Nil
Nil
Nil
Nil





Note:


(1)
 Includes 1,858,334
Common Shares owned by The Woodham Group Inc. Mr. Simmonds is one
the beneficiaries of GraySim Family Trust, a discretionary family
trust, which holds 5,895,046 Common Shares. Mr. Simmonds is not a
trustee of GraySim Family Trust and has no control or direction
over the Common Shares beneficially owned by it.


(2)
 Includes 5,895,046
common shares owned by 2364201 Ontario Corp.





As at
June 30, 2017, the Company had 23,521,744 common shares
outstanding. As at October 27, 2017, the Company had 31,202,854
common shares outstanding. There are no outstanding options or
warrants to purchase common shares outstanding.





23





ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS





(A) MAJOR SHAREHOLDERS





The
Company's securities are recorded on the books of its transfer
agent in registered form. The majority of such shares are, however,
registered in the name of intermediaries such as brokerage houses
and clearing-houses on behalf of their respective clients. The
Company does not have knowledge of the beneficial owners
thereof.





As at
October 27, 2016, intermediaries like CDS & Co, of Toronto,
Canada and Cede & Co of New York, USA held approximately
4.1%of the issued and
outstanding common shares of the Company on behalf of several
beneficial shareholders whose individual holdings details were not
available.





The
following table shows the record and, where known to us, the
beneficial ownership of our shares by each shareholder holding at
least 5% of our common shares as of October 27, 2016. As used
herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of
1934.





Name of Shareholder
No. of Shares
Held
% of Issued
SharesGraySim Family
Trust
5,895,046
18.89%2364201 Ontario
Corp.
5,895,046
18.89%Southshore Capital
Partners, LP
2,947,523
9.45%T3 Research,
LLC
2,947,523
9.45%Crimson Fund I,
LLC
2,054,491
6.58%Joseph R.
Prestifilippo
1,920,278
6.15%Stephen R.
Malley
1,920,277
6.15%Woodham Group
Inc.
1,858,334
5.96%Blue Thunder
Holdings Corp.
1,858,334
5.96%





All of
the Company’s shareholders have the same voting
rights.





At
October 27, 2016, the Company had 31,202,854 common shares
outstanding, which, as per the details provided by TSX Trust
Company, the Company’s registrar and transfer agent, were
held by approximately 359 record holders (excluding the beneficial
shareholders held through the intermediaries) of which 14
shareholders are based in the United States (including the
beneficial shareholders held through the intermediaries) and hold
an aggregate of 9,958,484 shares or less than 32% of the common
shares.





The
Registrant is a publicly owned Canadian corporation, the shares of
which are owned by Canadian residents, U.S. residents, and
residents of other countries. The Registrant is not owned or
controlled directly or indirectly by another corporation (other
than as indicated in the chart above) or any foreign government.
There are no arrangements, known to the Company, the operation of
which may at a subsequent date result in a change of control of the
Company.





24





(B) RELATED PARTY TRANSACTIONS





Transactions
with related parties are incurred in the normal course of business
and are measured at the exchange amount which is the amount of
consideration established by and agreed to by the related parties.
Related party transactions for the years ended June 30, 2017, 2016
and 2015 and balances as at those dates, not disclosed elsewhere in
these consolidated financial statements are:





a)
 During the year
ended June 30, 2015, the Company received $106,409 in advances from
Difference, its former shareholder, for working capital purposes
(2016 - $nil; 2017 - $nil);
 
 b)
 During the year
ended June 30, 2015, Difference forgave $70,745 of the above
advances and the remaining $124,822 due to Difference from advances
was settled with Notes Payable (2016 - $nil; 2017 -
$nil);
 
 c)
 During the year
ended June 30, 2015, the Company issued Notes Payable of $374,647,
which settled the Short-Term Loans Payable and other related party
advances (2016 - $nil; 2017 - $nil);
 
 d)
 During the year
ended June 30, 2017, the Company accrued interest of $55,580 (2016
- $49,322; 2015 - $30,424) on loans due to related
parties;
 
 e)
 During the year
ended June 30, 2017, the Company expensed $nil (2016 - $5,500; 2015
- $11,500) in fees payable to a related entity for accounting and
consulting services; and
 
 f)
 During the year
ended June 30, 2017, the Company received $2,420 (2016 - $20,302;
2015 - $15,000) in advances from related parties, for working
capital purposes.


Indebtedness to Company of Directors, Executive Officers and Senior
Officers





None of
the directors, consultants, executive officers and senior officers
of the Company or any of its subsidiaries, proposed nominees for
election or associates of such persons is or has been indebted to
the Company at any time for any reason whatsoever, including the
purchase of securities of the Company or any of its
subsidiaries.





25





(C) INTERESTS OF EXPERTS AND COUNSEL





Not
applicable.





ITEM 8 - FINANCIAL INFORMATION





(A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
INFORMATION





Information
regarding our financial statements is contained under the caption
"Item 18. Financial Statements" below.





Legal Proceedings





The
Company is not currently involved in any litigation nor is it aware
of any litigation pending or threatened.





Dividend Policy





Since
its incorporation, the Company has not declared or paid, and has no
present intention to declare or to pay in the foreseeable future,
any cash dividends with respect to its common shares. Earnings will
be retained to finance further growth and development of the
business of the Company. However, if the Board of Directors
declares dividends, all common shares will participate equally in
the dividends, and, in the event of liquidation, in the net assets,
of the Company.





(B) SIGNIFICANT CHANGES





On
September 22, 2017, Graham Simmonds resigned as Chief Executive
Officer and was replaced by Thomas M. Turner, Jr., effective
immediately.





ITEM 9 - THE OFFER AND LISTING





(A) OFFER AND LISTING
DETAILS





The
Company is a fully reporting OTC Markets company and its common
shares are currently listed and trade on the OTC QB under the
trading symbol “LVRLF”. The Company’s common
shares began trading on the OTCBB on April 27, 2005. Prior to that
date, the Company’s shares were traded “Over-the
Counter” on the Canadian Unlisted Board (“CUB”)
for a brief while in 2000. No real-time quotes or trades were
available to the public. There is no record of quotations under the
CUB.





The
following tables set forth the reported high and low sale prices
for the common shares of the Company as quoted on OTC
QB.





The
following table outlines the annual high and low market prices for
each of the fiscal years since the trading date of April 27,
2005:





Fiscal year ended
June 30
High
in US
$
Low
in
US$2017
0.04
0.0022016
0.04
0.0032015
0.07
0.0042014
0.14
0.042013
0.19
0.042012
0.08
0.022011
0.02
0.012010
0.02
0.012009
0.08
0.012008
0.06
0.022007
1.70
0.062006
2.15
0.612005 (April 28,
2005 to June 30, 2005)
0.65
0.54





26





The
following table outlines the high and low market prices for each
fiscal financial quarter for each of the quarters since April 27,
2005 and any subsequent period:





Fiscal Quarter
ended
High
in US
$
Low
in
US$September 30,
2017
0.10
0.01June 30,
2017
0.01
0.01March 31,
2017
0.04
0.008December 31,
2016
0.04
0.002September 30,
2016
0.04
0.04June 30,
2016
0.04
0.005March 31,
2016
0.01
0.01December 31,
2015
0.01
0.01September 30,
2015
0.01
0.003June 30,
2015
0.01
0.004March 31,
2015
0.05
0.004December 31,
2014
0.07
0.05September 30,
2014
0.07
0.07June 30,
2014
0.07
0.05March 31,
2014
0.05
0.04December 31,
2013
0.14
0.04September 30,
2013
0.19
0.14June 30,
2013
0.19
0.04March 31,
2013
0.05
0.04December 31,
2012
0.06
0.05September 30,
2012
0.18
0.08June 30,
2012
0.08
0.062March 31,
2012
0.06
0.06December 31,
2011
0.08
0.02September 30,
2011
0.18
0.11June 30,
2011
0.01
0.01March 31,
2011
0.01
0.01December 31,
2010
0.01
0.01September 30,
2010
0.0275
0.01June 30,
2010
0.006
0.006March 31,
2010
0.015
0.006December 31,
2009
0.08
0.08September 30,
2009
0.01
0.01June 30,
2009
0.015
0.015March 31,
2009
0.08
0.012December 31,
2008
0.08
0.012September 30,
2008
0.02
0.01June 30,
2008
0.03
0.02March 31,
2008
0.04
0.03December 31,
2007
0.06
0.04September 30,
2007
0.06
0.06June 30,
2007
0.11
0.10March 31,
2007
0.15
0.10December 31,
2006
0.50
0.12September 30,
2006
1.70
0.30June 30,
2006
0.85
2.15March 31,
2006
1.20
0.20December 31,
2005
0.65
0.35September 30,
2005
0.61
0.56





The
following table outlines the high and low market prices for each of
the most recent six months:





Month
High
in US
$
Low
in US
$September
2017
0.10
0.01August
2017
0.01
0.01July
2017
0.01
0.01June
2017
0.01
0.01May
2017
0.01
0.01April
2017
0.01
0.01





(B) PLAN OF
DISTRIBUTION





Not
applicable.





27





(C) MARKETS





The
Company's common shares were traded briefly during the fiscal 2000
"over-the-counter" on the Canadian Unlisted Board ("CUB") with the
trading symbol "FEPR" and CUSIP #32008X 10 2. The CUB system was
implemented in November 2000 but has currently been discontinued.
It was only available to traders and brokers for reporting trades
that they had arranged in unlisted and unquoted equity securities
in Ontario. No real-time quotes or trades were available to the
public. There is no record of quotations under the
CUB.





Since
April 27, 2005, the Company’s common shares began trading on
OTCBB of the NASD under a trading symbol
“NHSEF”.





The
Company received a new CUSIP number and changed its trading and
listing symbol to “LVRLF” effective December 1, 2006.
The Company is a fully reporting OTC Markets company and its common
shares are currently listed and trade on the OTC QB under the
trading symbol “LVRLF”.





(D) SELLING SHAREHOLDERS





Not
applicable.





(E) DILUTION





Not
applicable.





(F) EXPENSES OF THE ISSUE





Not
applicable.





ITEM 10 - ADDITIONAL INFORMATION





(A) SHARE CAPITAL





This
Form 20F is being filed as an Annual Report under the Exchange Act
and, as such, there is no requirement to provide any information
under this section.





(B) MEMORANDUM AND ARTICLES OF ASSOCIATION





Following
approval by the shareholders in a special meeting held on October
4, 2006 as explained in item 8(B) above, the Company applied for
authorization to continue from being governed by the Business Corporations Act (Ontario) and
was granted approval on October 26, 2006 to continue under the
jurisdiction of the CBCA. An application for authorization to
continue is included in Exhibits 1.1 and 1.2 hereof, which exhibits
have been incorporated by reference into this report.





New
by-laws were adopted in the special meeting of shareholders on
October 4, 2006 in compliance with the requirements of the CBCA.
The new by-laws were included in Exhibit 1.3 thereof, which exhibit
has been incorporated by reference into this report.





28





(C) MATERIAL CONTRACTS





Except
as set forth herein, under “Item 5(A) – Operating and
Financial Review Prospects – Operating Results –
Overview” or “Item 7(B) – Major Shareholders and
Related Party Transactions – Related Party
Transactions”, all material contracts entered into in last
two fiscal years were in the ordinary course of its
business.





(D) EXCHANGE CONTROLS





Limitations
on the ability to acquire and hold shares of the Company may be
imposed by the Competition
Act (Canada) (the “Competition Act”).  This
legislation permits the Commissioner of Competition to review any
acquisition of a significant interest in us.  This legislation
grants the Commissioner jurisdiction, for up to three years, to
challenge this type of acquisition before the Competition Tribunal
if the Commissioner believes that it would, or would be likely to,
result in a substantial lessening or prevention of competition in
any market in Canada.





The
Competition Act requires that any person proposing to acquire any
of the assets in Canada of an operating business file a
notification with the Competition Bureau where (a) "size of the parties" threshold - the
parties to the transaction, together with their respective
affiliates, have (i) assets in Canada the value of which exceeds
$400 million in the aggregate, or (ii) annual gross revenues from
sales in, from or into Canada that exceed $400 million in the
aggregate; and (b)
"size of the transaction"
threshold - the aggregate value of those assets, or the
gross revenues from sales in or from Canada generated from those
assets, would exceed an annually
established threshold (2014 - $82 million), based on the book value
of the subject assets or Company in Canada, or gross revenues from
sales in or from Canada generated from those assets or by the
Company). For the purposes of the Competition Act, asset
values and gross revenues are to be determined as of the last day
of the period covered by the most recent audited financial
statements in which the assets or gross revenues are accounted
for.





In the case of share acquisitions, an additional "shareholding
threshold" must be exceeded. This legislation requires any
person who intends to acquire shares to file a notification with
the Competition Bureau if certain financial thresholds are
exceeded, and that person would hold more than 20% of our voting
shares as a result of the acquisition.  If a person already
owns 20% or more of our voting shares, a notification must be filed
when the acquisition would bring that person’s holdings over
50%.  Where a notification is required, the legislation
prohibits completion of the acquisition until the expiration of a
statutory waiting period, unless the Commissioner provides written
notice that he does not intend to challenge the
acquisition.





29





There
are no governmental laws, decrees or regulations in Canada that
restrict the export or import of capital or that affect the
remittance of dividends, interest or other payments to non-resident
holders of our securities.  However, any such remittance to a
resident of the United States may be subject to a withholding tax
pursuant to the Income Tax
Act (Canada).  For further information concerning such
withholding tax, see “Taxation" below.





Except
as may be provided under the Investment Canada Act (the "ICA"),
there are no specific limitations under the laws of Canada or in
the Articles of the Company with respect to the rights of
non-residents of Canada to hold and/or vote securities of the
Company.





The ICA
requires each individual, government or agency thereof,
corporation, partnership, trust or joint venture that is not a
“Canadian” as defined in the ICA (a
“non-Canadian”) making an investment to acquire control
of a Canadian business, the gross assets of which exceed certain
defined threshold levels, to file an application for review with
the Investment Review Division of Industry Canada.  The
threshold level for non-Canadians who are private sector World
Trade Organization investors (as defined in the ICA) is in excess
of $600 million in enterprise value and from non-Canadians who are
state-owned World Trade Organization investors is in excess of $369
million in asset value, subject to an annual adjustment on the
basis of a prescribed formula in the ICA to reflect inflation and
real growth within Canada.





In the
context of the Company, in essence, three methods of acquiring
control of a Canadian business are regulated by the ICA: (i) the
acquisition of all or substantially all of the assets used in
carrying on business in Canada; (ii) the acquisition, directly or
indirectly, of voting shares of a Canadian corporation carrying on
business in Canada; (iii) the acquisition of voting shares of an
entity which controls, directly or indirectly, another entity
carrying on business in Canada.  An acquisition of a majority
of the voting interests of an entity, including a corporation, is
deemed to be an acquisition of control under the ICA.
 However, under the ICA, there is a rebuttable presumption
that control is acquired if one-third of the voting shares of a
Canadian corporation or an equivalent undivided interest in the
voting shares of such corporation are held by a non-Canadian person
or entity.  An acquisition of less than one-third of the
voting shares of a Canadian corporation is deemed not to be an
acquisition of control.  An acquisition of less than a
majority, but one-third or more, of the voting shares of a Canadian
corporation is presumed to be an acquisition of control unless it
can be established that on the acquisition the Canadian corporation
is not, in fact, controlled by the acquirer through the ownership
of voting shares.  Certain transactions relating to the
acquisition of common shares would be exempt from review from the
ICA, including:





30





(a)
 acquisition of
common shares by a person in the ordinary course of a
person’s business as a trader or dealer in
securities;





(b)
 acquisition of
control of a Canadian corporation in connection with the
realization of security granted for a loan or other financial
assistance and not for any purpose related to the provisions of the
ICA; and





(c)
 acquisition of
control of a Canadian corporation by reason of an amalgamation,
merger, consolidation or corporate reorganization following which
the ultimate direct or indirect control in fact of the corporation,
through the ownership of voting interests, remains
unchanged.





In
addition, if less than a majority of voting interests of a Canadian
corporation are owned by Canadians, the acquisition of control of
any other Canadian corporation by such corporation may be subject
to review unless it can be established that the corporation is not
in fact controlled through the ownership of voting interests and
that two-thirds of the members of the board of directors of the
corporation are Canadians.





Where
an investment is reviewable under the ICA, it may not be
implemented unless it is likely to be of net benefit to Canada.
 If an applicant is unable to satisfy the Minister responsible
for Industry Canada that the investment is likely to be of net
benefit to Canada, the applicant may not proceed with the
investment.  Alternatively, an acquiror may be required to
divest control of the Canadian business that is the subject of the
investment.





In
addition to the foregoing, the ICA requires formal notification to
the Canadian government of all other acquisitions of control of
Canadian businesses by non-Canadians.  These provisions
require a foreign investor to give notice in the required form,
which notices are for information, as opposed to review
purposes.





(E) TAXATION





Canadian Federal Income Tax Consequences





We
consider that the following general summary fairly describes the
principal Canadian federal income tax considerations applicable to
holders of our common shares who, for purposes of the





Income Tax Act (Canada) (the “ITA”), deal at
arm’s length with the Company, hold such shares as capital
property, do not carry on business in Canada, have not been at any
time residents of Canada for purposes of the ITA and are residents
of the United States (“U.S. Residents”) under the
Canada-United States Income Tax Convention (1980) (the
“Convention”).





31





This
summary is based upon the current provisions of the ITA, the Income
Tax Regulations (the “Regulations”), the current
publicly announced administrative and assessing policies of the
Canada Revenue Agency (formerly Canada Customs and Revenue Agency),
and all specific proposals (the “Tax Proposals”) to
amend the ITA and Regulations publicly announced prior to the date
hereof by the Minister of Finance (Canada).  This description
is not exhaustive of all possible Canadian federal income tax
consequences and, except for the Tax Proposals, does not take into
account or anticipate any changes in law, whether by legislative,
governmental or judicial action, nor does it take into account
provincial or foreign tax considerations which may differ
significantly from those discussed herein.





The
following discussion is for general information only and it is not
intended to be, nor should it be construed to be, legal or tax
advice to any holder or prospective holder of our common shares and
no opinion or representation with respect to any Canadian federal,
provincial or foreign tax consequences to any such holder or
prospective holder is made.  Accordingly, holders and
prospective holders of our common shares should consult with their
own tax advisors about the Canadian federal, provincial and foreign
tax consequences of purchasing, owning and disposing of our common
shares.





Dividends





Dividends,
including stock dividends, paid or credited or deemed to be paid or
credited on our common shares to a U.S. Resident will be subject to
withholding tax at a rate of 25%.  The Convention provides
that the normal 25% withholding tax rate will generally be reduced
to 15% on dividends paid on shares of a corporation resident in
Canada for federal income tax purposes (such as the Company) to
U.S. Residents, and also provides for a further reduction of this
rate to 5% where the beneficial owner of the dividends is a
corporation which is a resident of the United States and owns at
least 10% of the voting shares of the corporation paying the
dividend.  These Convention reductions are not available to
beneficial owners who are a U.S. LLC corporation.





Capital Gains





The
Convention provides that a U.S. Resident will not be subject to tax
under the ITA in respect of any capital gain on the disposition of
our common shares unless such shares constitute taxable Canadian
property of the U.S. Resident and the U.S. Resident is not entitled
to the benefits of the Convention with regards to capital gains.
 Our common shares will constitute taxable Canadian property
if at any time during the five year period immediately preceding
the disposition of our common shares, the U.S. Resident, or persons
with whom the U.S. Resident did not deal at arm’s length, or
the U.S. Resident together with persons with whom the U.S. resident
did not deal at arm’s length owned 25% or more of the issued
shares of any class of our capital stock.





32





Where a
U.S. Resident realizes a capital gain on a disposition of shares
that constitute “taxable Canadian property”, the
Convention relieves the U.S. Resident from liability for Canadian
tax on such capital gains unless:





(a)
 the value of the
shares is derived principally from “real property” in
Canada, including the right to explore for or exploit natural
resources and rights to amounts computed by reference to
production,





(b)
 the shareholder was
resident in Canada for 120 months during any period of 20
consecutive years preceding the disposition, was resident in Canada
at any time during the 10 years immediately preceding the
disposition and the shares were owned by him when he ceased to be
resident in Canada, or





(c)
 the shares formed
part of the business property of a “permanent
establishment” or pertained to a fixed base used for the
purpose of performing independent personal services that the
shareholder has or had in Canada within the 12 months preceding the
disposition.





These
Convention benefits are generally not available to beneficial
owners who are a U.S. LLC corporation.





U.S. Federal Income Tax Consequences





The
following is a summary of the anticipated material U.S. federal
income tax consequences to a U.S. Holder (as defined below) arising
from and relating to the acquisition, ownership, and disposition of
our common shares (“Common Shares”).





This
summary is for general information purposes only and does not
purport to be a complete analysis or listing of all potential U.S.
federal income tax consequences that may apply to a U.S. Holder as
a result of the acquisition, ownership, and disposition of Common
Shares.  In addition, this summary does not take into account
the individual facts and circumstances of any particular U.S.
Holder that may affect the U.S. federal income tax consequences of
the acquisition, ownership, and disposition of Common Shares.
 Accordingly, this summary is not intended to be, and should
not be construed as, legal or U.S. federal income tax advice with
respect to any U.S. Holder.  Each U.S. Holder should consult
its own financial advisor, legal counsel, or accountant regarding
the U.S. federal, U.S. state and local, and foreign tax
consequences of the acquisition, ownership, and disposition of
Common Shares.





33





Scope of this Disclosure





Authorities





This
summary is based on the Internal
Revenue Code of 1986, as amended (the “Code”),
Treasury Regulations (whether final, temporary, or proposed),
published rulings of the Internal Revenue Service
(“IRS”), published administrative positions of the IRS,
the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26,
1980, as amended (the “Canada-U.S. Tax Convention”),
and U.S. court decisions that are applicable and, in each case, as
in effect and available, as of the date of this Annual Report.
 Any of the authorities on which this summary is based could
be changed in a material and adverse manner at any time, and any
such change could be applied on a retroactive basis.  This
summary does not discuss the potential effects, whether adverse or
beneficial, of any proposed legislation that, if enacted, could be
applied on a retroactive basis.





U.S. Holders





For
purposes of this summary, a “U.S. Holder” is a
beneficial owner of Common Shares that, for U.S. federal income tax
purposes, is (a) an individual who is a citizen or resident of
the U.S., (b) a corporation, or any other entity classified as
a corporation for U.S. federal income tax purposes, that is created
or organized in or under the laws of the U.S. or any state in the
U.S., including the District of Columbia, (c) an estate if the
income of such estate is subject to U.S. federal income tax
regardless of the source of such income, or (d) a trust if
(i) such trust has validly elected to be treated as a U.S.
person for U.S. federal income tax purposes or (ii) a U.S.
court is able to exercise primary supervision over the
administration of such trust and one or more U.S. persons have the
authority to control all substantial decisions of such
trust.





Non-U.S. Holders





For
purposes of this summary, a “non-U.S. Holder” is a
beneficial owner of Common Shares other than a U.S. Holder.
 This summary does not address the U.S. federal income tax
consequences of the acquisition, ownership, and disposition of
Common Shares to non-U.S. Holders.  Accordingly, a non-U.S.
Holder should consult its own financial advisor, legal counsel, or
accountant regarding the U.S. federal, U.S. state and local, and
foreign tax consequences (including the potential application of
and operation of any tax treaties) of the acquisition, ownership,
and disposition of Common Shares.





34





U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not
Addressed





This
summary does not address the U.S. federal income tax consequences
of the acquisition, ownership, and disposition of Common Shares to
U.S. Holders that are subject to special provisions under the Code,
including the following U.S. Holders:  (a) U.S. Holders
that are tax-exempt organizations, qualified retirement plans,
individual retirement accounts, or other tax-deferred accounts;
(b) U.S. Holders that are financial institutions, insurance
companies, real estate investment trusts, or regulated investment
companies; (c) U.S. Holders that are dealers in securities or
currencies or U.S. Holders that are traders in securities that
elect to apply a mark-to-market accounting method; (d) U.S.
Holders that have a “functional currency” other than
the U.S. dollar; (e) U.S. Holders that are liable for the
alternative minimum tax under the Code; (f) U.S. Holders that
own Common Shares as part of a straddle, hedging transaction,
conversion transaction, constructive sale, or other arrangement
involving more than one position; (g) U.S. Holders that
acquired Common Shares in connection with the exercise of employee
stock options or otherwise as compensation for services;
(h) U.S. Holders that hold Common Shares other than as a
capital asset within the meaning of Section 1221 of the Code;
or (i) U.S. Holders that own, directly or indirectly, 10% or
more, by voting power or value, of our outstanding shares.
 U.S. Holders that are subject to special provisions under the
Code, including U.S. Holders described immediately above, should
consult their own financial advisor, legal counsel or accountant
regarding the U.S. federal, U.S. state and local, and foreign tax
consequences of the acquisition, ownership, and disposition of
Common Shares.





If an
entity that is classified as partnership (or
“pass-through” entity) for U.S. federal income tax
purposes holds Common Shares, the U.S. federal income tax
consequences to such partnership (or “pass-through”
entity) and the partners of such partnership (or owners of such
“pass-through” entity) generally will depend on the
activities of the partnership (or “pass-through”
entity) and the status of such partners (or owners).  Partners
of entities that are classified as partnerships (or owners of
“pass-through” entities) for U.S. federal income tax
purposes should consult their own financial advisor, legal counsel
or accountant regarding the U.S. federal income tax consequences of
the acquisition, ownership, and disposition of Common
Shares.





Tax Consequences Other than U.S. Federal Income Tax Consequences
Not Addressed





This
summary does not address the U.S. state and local, U.S. federal
estate and gift, or foreign tax consequences to U.S. Holders of the
acquisition, ownership, and disposition of Common Shares.
 Each U.S. Holder should consult its own financial advisor,
legal counsel, or accountant regarding the U.S. state and local,
U.S. federal estate and gift, and foreign tax consequences of the
acquisition, ownership, and disposition of Common Shares.
 (See “Taxation—Canadian Federal Income Tax
Consequences” above).





35





U.S. Federal Income Tax Consequences of the Acquisition, Ownership,
and Disposition of Common Shares





Distributions on Common Shares





General Taxation of Distributions





A U.S.
Holder that receives a distribution, including a constructive
distribution, with respect to the Common Shares will be required to
include the amount of such distribution in gross income as a
dividend (without reduction for any Canadian income tax withheld
from such distribution) to the extent of our current or accumulated
“earnings and profits”.  To the extent that a
distribution exceeds our current and accumulated “earnings
and profits”, such distribution will be treated
(a) first, as a tax-free return of capital to the extent of a
U.S. Holder’s tax basis in the Common Shares and,
(b) thereafter, as gain from the sale or exchange of such
Common Shares.  (See more detailed discussion at
“Disposition of Common Shares” below).





Reduced Tax Rates for Certain Dividends





For
taxable years beginning after December 31, 2002 and before January
1, 2011, a dividend paid by us generally will be taxed at the
preferential tax rates applicable to long-term capital gains if
(a) we are a “qualified foreign corporation” (as
defined below), (b) the U.S. Holder receiving such dividend is
an individual, estate, or trust, and (c) such dividend is paid
on Common Shares that have been held by such U.S. Holder for at
least 61 days during the 121-day period beginning 60 days before
the “ex-dividend date” (i.e., the first date that a
purchaser of such Common Shares will not be entitled to receive
such dividend).





We
generally will be a “qualified foreign corporation”
under Section 1(h)(11) of the Code (a “QFC”) if
(a) we are incorporated in a possession of the U.S.,
(b) we are eligible for the benefits of the Canada-U.S. Tax
Convention, or (c) the Common Shares are readily tradable on
an established securities market in the U.S.  However, even if
we satisfy one or more of such requirements, we will not be treated
as a QFC if we are a “passive foreign investment
company” (as defined below) for the taxable year during which
we pay a dividend or for the preceding taxable year.  In 2003,
the U.S. Department of the Treasury (the “Treasury”)
and the IRS announced that they intended to issue Treasury
Regulations providing procedures for a foreign corporation to
certify that it is a QFC.  Although these Treasury Regulations
were not issued in 2004, the Treasury and the IRS have confirmed
their intention to issue these Treasury Regulations.  It is
expected that these Treasury Regulations will obligate persons
required to file information returns to report a distribution with
respect to a foreign security issued by a foreign corporation as a
dividend from a QFC if the foreign corporation has, among other
things, certified under penalties of perjury that the foreign
corporation was not a “passive foreign investment
company” for the taxable year during which the foreign
corporation paid the dividend or for the preceding taxable year.





36





We do
not believe that we were a “passive foreign investment
company” for the taxable year ended June 30, 2008.
  (See more detailed discussion at “Additional
Rules that May Apply to U.S. Holders” below).  There can
be no assurance that the IRS will not challenge the determination
made by us concerning our “passive foreign investment
company” status or that we will not be a “passive
foreign investment company” for the current or any future
taxable year.  Accordingly, there can be no assurances that we
will be a QFC for the current or any future taxable year, or that
we will be able to certify that it is a QFC in accordance with the
certification procedures issued by the Treasury and the
IRS.





If we
are not a QFC, a dividend paid by us to a U.S. Holder, including a
U.S. Holder that is an individual, estate, or trust, generally will
be taxed at ordinary income tax rates (and not at the preferential
tax rates applicable to long-term capital gains).  The
dividend rules are complex, and each U.S. Holder should consult its
own financial advisor, legal counsel, or accountant regarding the
dividend rules.





Distributions Paid in Foreign Currency





The
amount of a distribution paid to a U.S. Holder in foreign currency
generally will be equal to the U.S. dollar value of such
distribution based on the exchange rate applicable on the date of
receipt.  A U.S. Holder that does not convert foreign currency
received as a distribution into U.S. dollars on the date of receipt
generally will have a tax basis in such foreign currency equal to
the U.S. dollar value of such foreign currency on the date of
receipt.  Such a U.S. Holder generally will recognize ordinary
income or loss on the subsequent sale or other taxable disposition
of such foreign currency (including an exchange for U.S.
dollars).





Dividends Received Deduction





Dividends
paid on the Common Shares generally will not be eligible for the
“dividends received deduction.”  The availability
of the dividends received deduction is subject to complex
limitations that are beyond the scope of this discussion, and a
U.S. Holder that is a corporation should consult its own financial
advisor, legal counsel, or accountant regarding the dividends
received deduction.





Disposition of Common Shares





A U.S.
Holder will recognize gain or loss on the sale or other taxable
disposition of Common Shares in an amount equal to the difference,
if any, between (a) the amount of cash plus the fair market
value of any property received and (b) such U.S.
Holder’s tax basis in the Common Shares sold or otherwise
disposed of.  Any such gain or loss generally will be capital
gain or loss, which will be long-term capital gain or loss if the
Common Shares are held for more than one year.  Gain or loss
recognized by a U.S. Holder on the sale or other taxable
disposition of Common Shares generally will be treated as
“U.S. source” for purposes of applying the U.S. foreign
tax credit rules.   (See more detailed discussion at
“Foreign Tax Credit” below).





37





Preferential
tax rates apply to long-term capital gains of a U.S. Holder that is
an individual, estate, or trust.  There are currently no
preferential tax rates for long-term capital gains of a U.S. Holder
that is a corporation.  Deductions for capital losses and net
capital losses are subject to complex limitations.  For a U.S.
Holder that is an individual, estate, or trust, capital losses may
be used to offset capital gains and up to US$3,000 of ordinary
income.  An unused capital loss of a U.S. Holder that is an
individual, estate, or trust generally may be carried forward to
subsequent taxable years, until such net capital loss is exhausted.





For a
U.S. Holder that is a corporation, capital losses may be used to
offset capital gains, and an unused capital loss generally may be
carried back three years and carried forward five years from the
year in which such net capital loss is recognized.





Foreign Tax Credit





A U.S.
Holder who pays (whether directly or through withholding) Canadian
income tax with respect to dividends paid on the Common Shares
generally will be entitled, at the election of such U.S. Holder, to
receive either a deduction or a credit for such Canadian income tax
paid.  Generally, a credit will reduce a U.S. Holder’s
U.S. federal income tax liability on a dollar-for-dollar basis,
whereas a deduction will reduce a U.S. Holder’s income
subject to U.S. federal income tax.  This election is made on
a year-by-year basis and applies to all foreign taxes paid (whether
directly or through withholding) by a U.S. Holder during a year.





Complex
limitations apply to the foreign tax credit, including the general
limitation that the credit cannot exceed the proportionate share of
a U.S. Holder’s U.S. federal income tax liability that such
U.S. Holder’s “foreign source” taxable income
bears to such U.S. Holder’s worldwide taxable income.
 In applying this limitation, a U.S. Holder’s various
items of income and deduction must be classified, under complex
rules, as either “foreign source” or “U.S.
source.”  In addition, this limitation is calculated
separately with respect to specific categories of income (including
“passive income,” “high withholding tax
interest,” “financial services income,”
“general income,” and certain other categories of
income).  Dividends paid by us generally will constitute
“foreign source” income and generally will be
categorized as “passive income” or, in the case of
certain U.S. Holders, “financial services income.”
 However, for taxable years beginning after December 31, 2006,
the foreign tax credit limitation categories are reduced to
“passive income” and “general income” (and
the other categories of income, including “financial services
income,” are eliminated).  The foreign tax credit rules
are complex, and each U.S. Holder should consult its own financial
advisor, legal counsel, or accountant regarding the foreign tax
credit rules.





38





Information Reporting; Backup Withholding Tax





Payments
made within the U.S., or by a U.S. payor or U.S. middleman, of
dividends on, and proceeds arising from certain sales or other
taxable dispositions of, Common Shares generally will be subject to
information reporting and backup withholding tax, at the rate of
28%, if a U.S. Holder (a) fails to furnish such U.S.
Holder’s correct U.S. taxpayer identification number
(generally on Form W-9), (b) furnishes an incorrect U.S.
taxpayer identification number, (c) is notified by the IRS
that such U.S. Holder has previously failed to properly report
items subject to backup withholding tax, or (d) fails to
certify, under penalty of perjury, that such U.S. Holder has
furnished its correct U.S. taxpayer identification number and that
the IRS has not notified such U.S. Holder that it is subject to
backup withholding tax.  However, U.S. Holders that are
corporations generally are excluded from these information
reporting and backup withholding tax rules.  Any amounts
withheld under the U.S. backup withholding tax rules will be
allowed as a credit against a U.S. Holder’s U.S. federal
income tax liability, if any, or will be refunded, if such U.S.
Holder furnishes required information to the IRS.  Each U.S.
Holder should consult its own financial advisor, legal counsel, or
accountant regarding the information reporting and backup
withholding tax rules.





Additional Rules that May Apply to U.S. Holders





If we
are a “controlled foreign corporation,” or a
“passive foreign investment company” (each as defined
below), the preceding sections of this summary may not describe the
U.S. federal income tax consequences to U.S. Holders of the
acquisition, ownership, and disposition of Common
Shares.





Controlled Foreign Corporation





We
generally will be a “controlled foreign corporation”
under Section 957 of the Code (a “CFC”) if more
than 50% of the total voting power or the total value of our
outstanding shares are owned, directly or indirectly, by citizens
or residents of the U.S., domestic partnerships, domestic
corporations, domestic estates, or domestic trusts (each as defined
in Section 7701(a)(30) of the Code), each of which own,
directly or indirectly, 10% or more of the total voting power of
our outstanding shares (a
“10% Shareholder”).





39





If we
are a CFC, a 10% Shareholder generally will be subject to
current U.S. federal income tax with respect to (a) such 10%
Shareholder’s pro rata share of the “subpart F
income” (as defined in Section 952 of the Code) of the
Company and (b) such 10% Shareholder’s pro rata
share of our earnings invested in “United States
property” (as defined in Section 956 of the Code).
 In addition, under Section 1248 of the Code, any gain
recognized on the sale or other taxable disposition of Common
Shares by a U.S. Holder that was a 10% Shareholder at any time
during the five-year period ending with such sale or other taxable
disposition generally will be treated as a dividend to the extent
of the “earnings and profits” of the Company that are
attributable to such Common Shares.  If we are both a CFC and
a “passive foreign investment company” (as defined
below), we generally will be treated as a CFC (and not as a
“passive foreign investment company”) with respect to
any 10% Shareholder.





We do
not believe that LiveReel has previously been, or currently is a
CFC.  However, there can be no assurance that we will not be a
CFC for the current or any future taxable year.





Passive Foreign Investment Company





We
generally will be a “passive foreign investment
company” under Section 1297 of the Code (a
“PFIC”) if, for a taxable year, (a) 75% or more of
our gross income for such taxable year is passive income or
(b) 50% or more of the assets held by us either produce
passive income or are held for the production of passive income,
based on the fair market value of such assets (or on the adjusted
tax basis of such assets, if we are not publicly traded and either
is a “controlled foreign corporation” or makes an
election).  “Passive income” includes, for
example, dividends, interest, certain rents and royalties, certain
gains from the sale of stock and securities, and certain gains from
commodities transactions.





For
purposes of the PFIC income test and asset test described above, if
we own, directly or indirectly, 25% or more of the total value of
the outstanding shares of another foreign corporation, we will be
treated as if it (a) held a proportionate share of the assets
of such other foreign corporation and (b) received directly a
proportionate share of the income of such other foreign
corporation.  In addition, for purposes of the PFIC income
test and asset test described above, “passive income”
does not include any interest, dividends, rents, or royalties that
are received or accrued by us from a “related person”
(as defined in Section 954(d)(3) of the Code), to the extent
such items are properly allocable to the income of such related
person that is not passive income.





We do
not believe that LiveReel has previously been, or currently are a
PFIC. However, there can be no assurance that the IRS will not
challenge our determination concerning our PFIC status or that we
will not be a PFIC for the current or any future taxable
year.





40





Default PFIC Rules Under Section 1291 of the Code





If we
are a PFIC, the U.S. federal income tax consequences to a U.S.
Holder of the acquisition, ownership, and disposition of Common
Shares will depend on whether such U.S. Holder makes an election to
treat the Company as a “qualified electing fund” or
“QEF” under Section 1295 of the Code (a “QEF
Election”) or a mark-to-market election under
Section 1296 of the Code (a “Mark-to-Market
Election”).  A U.S. Holder that does not make either a
QEF Election or a Mark-to-Market Election will be referred to in
this summary as a “Non-Electing U.S.
Holder.”





A
Non-Electing U.S. Holder will be subject to the rules of
Section 1291 of the Code with respect to (a) any gain
recognized on the sale or other taxable disposition of Common
Shares and (b) any excess distribution paid on the Common
Shares.  A distribution generally will be an “excess
distribution” to the extent that such distribution (together
with all other distributions received in the current taxable year)
exceeds 125% of the average distributions received during the three
preceding taxable years (or during a U.S. Holder’s holding
period for the Common Shares, if shorter).





Under
Section 1291 of the Code, any gain recognized on the sale or
other taxable disposition of Common Shares, and any excess
distribution paid on the Common Shares, must be ratably allocated
to each day in a Non-Electing U.S. Holder’s holding period
for the Common Shares.  The amount of any such gain or excess
distribution allocated to prior years of such Non-Electing U.S.
Holder’s holding period for the Class Common Shares
(other than years prior to the first taxable year of the Company
during such Non-Electing U.S. Holder’s holding period and
beginning after December 31, 1986 for which we was not a PFIC) will
be subject to U.S. federal income tax at the highest tax applicable
to ordinary income in each such prior year.  A Non-Electing
U.S. Holder will be required to pay interest on the resulting tax
liability for each such prior year, calculated as if such tax
liability had been due in each such prior year.  Such a
Non-Electing U.S. Holder that is not a corporation must treat any
such interest paid as “personal interest,” which is not
deductible.  The amount of any such gain or excess
distribution allocated to the current year of such Non-Electing
U.S. Holder’s holding period for the Common Shares will be
treated as ordinary income in the current year, and no interest
charge will be incurred with respect to the resulting tax liability
for the current year.





If we
are a PFIC for any taxable year during which a Non-Electing U.S.
Holder holds Common Shares, we will continue to be treated as a
PFIC with respect to such Non-Electing U.S. Holder, regardless of
whether we cease to be a PFIC in one or more subsequent years.
 A Non-Electing U.S. Holder may terminate this deemed PFIC
status by electing to recognize gain (which will be taxed under the
rules of Section 1291 of the Code discussed above) as if such
Common Shares were sold on the last day of the last taxable year
for which the Company was a PFIC.





41





QEF Election





A U.S.
Holder that makes a QEF Election generally will not be subject to
the rules of Section 1291 of the Code discussed above.
 However, a U.S. Holder that makes a QEF Election will be
subject to U.S. federal income tax on such U.S. Holder’s pro
rata share of (a) the net capital gain of the Company, which
will be taxed as long-term capital gain to such U.S. Holder, and
(b) and the ordinary earnings of the Company, which will be
taxed as ordinary income to such U.S. Holder.  Generally,
“net capital gain” is the excess of (a) net
long-term capital gain over (b) net short-term capital loss,
and “ordinary earnings” are the excess of
(a) “earnings and profits” over (b) net
capital gain.  A U.S. Holder that makes a QEF Election will be
subject to U.S. federal income tax on such amounts for each taxable
year in which we are a PFIC, regardless of whether such amounts are
actually distributed to such U.S. Holder by us.





However,
a U.S. Holder that makes a QEF Election may, subject to certain
limitations, elect to defer payment of current U.S. federal income
tax on such amounts, subject to an interest charge.  If such
U.S. Holder is not a corporation, any such interest paid will be
treated as “personal interest,” which is not
deductible.





A U.S.
Holder that makes a QEF Election generally also (a) may
receive a tax-free distribution from us to the extent that such
distribution represents “earnings and profits” of the
Company that were previously included in income by the U.S. Holder
because of such QEF Election and (b) will adjust such U.S.
Holder’s tax basis in the Common Shares to reflect the amount
included in income or allowed as a tax-free distribution because of
such QEF Election.  In addition, a U.S. Holder that makes a
QEF Election generally will recognize capital gain or loss on the
sale or other taxable disposition of Common Shares.





The
procedure for making a QEF Election, and the U.S. federal income
tax consequences of making a QEF Election, will depend on whether
such QEF Election is timely.  A QEF Election will be treated
as “timely” if such QEF Election is made for the first
year in the U.S. Holder’s holding period for the Common
Shares in which we were a PFIC.  A U.S. Holder may make a
timely QEF Election by filing the appropriate QEF Election
documents at the time such U.S. Holder files a U.S. federal income
tax return for such first year.  However, if we were a PFIC in
a prior year, then in addition to filing the QEF Election
documents, a U.S. Holder must elect to recognize (a) a gain
(which will be taxed under the rules of Section 1291 of the
Code discussed above) as if the Common Shares were sold on the
qualification date or (b) if we were also a CFC, such U.S.
Holder’s pro rata share of the post-1986 “earnings and
profits” of the Company as of the qualification date.
 The “qualification date” is the first day of the
first taxable year in which we were a QEF with respect to such U.S.
Holder.  The election to recognize such gain or
“earnings and profits” can only be made if such U.S.
Holder’s holding period for the Common Shares includes the
qualification date.  By electing to recognize such gain or
“earnings and profits,” such U.S. Holder will be deemed
to have made a timely QEF Election.  In addition, under very
limited circumstances, a U.S. Holder may make a retroactive QEF
Election if such U.S. Holder failed to file the QEF Election
documents in a timely manner.





42





A QEF
Election will apply to the taxable year for which such QEF Election
is made and to all subsequent taxable years, unless such QEF
Election is invalidated or terminated or the IRS consents to
revocation of such QEF Election.  If a U.S. Holder makes a QEF
Election and, in a subsequent taxable year, we cease to be a PFIC,
the QEF Election will remain in effect (although it will not be
applicable) during those taxable years in which we are not a PFIC.
 Accordingly, if we become a PFIC in another subsequent
taxable year, the QEF Election will be effective and the U.S.
Holder will be subject to the QEF rules described above during any
such subsequent taxable year in which we qualify as a PFIC.
 In addition, the QEF Election will remain in effect (although
it will not be applicable) with respect to a U.S. Holder even after
such U.S. Holder disposes of all of such U.S. Holder’s direct
and indirect interest in the Common Shares.  Accordingly, if
such U.S. Holder reacquires an interest in the Company, such U.S.
Holder will be subject to the QEF rules described above for each
taxable year in which we are a PFIC.





Each
U.S. Holder should consult its own financial advisor, legal
counsel, or accountant regarding the availability of, and procedure
for making, a QEF Election.  U.S. Holders should be aware that
there can be no assurance that we will satisfy record keeping
requirements that apply to a QEF, or that we will supply U.S.
Holders with information that such U.S. Holders require to report
under the QEF rules, in event that we are a PFIC and a U.S. Holder
wishes to make a QEF Election.





Mark-to-Market Election





A U.S.
Holder may make a Mark-to-Market Election only if the Common Shares
are marketable stock.  The Common Shares generally will be
“marketable stock” if the Common Shares are regularly
traded on (a) a national securities exchange that is
registered with the Securities and Exchange Commission,
(b) the national market system established pursuant to section
11A of the Securities and Exchange Act of 1934, or (c) a
foreign securities exchange that is regulated or supervised by a
governmental authority of the country in which the market is
located, provided that (i) such foreign exchange has trading
volume, listing, financial disclosure, and other requirements and
the laws of the country in which such foreign exchange is located,
together with the rules of such foreign exchange, ensure that such
requirements are actually enforced and (ii) the rules of such
foreign exchange ensure active trading of listed
stocks.





43





A U.S.
Holder that makes a Mark-to-Market Election generally will not be
subject to the rules of Section 1291 of the Code discussed
above.  However, if a U.S. Holder makes a Mark-to-Market
Election after the beginning of such U.S. Holder’s holding
period for the Common Shares and such U.S. Holder has not made a
timely QEF Election, the rules of Section 1291 of the Code
discussed above will apply to certain dispositions of, and
distributions on, the Common Shares.





A U.S.
Holder that makes a Mark-to-Market Election will include in
ordinary income, for each taxable year in which we are a PFIC, an
amount equal to the excess, if any, of (a) the fair market
value of the Common Shares as of the close of such taxable year
over (b) such U.S. Holder’s tax basis in such Common
Shares.  A U.S. Holder that makes a Mark-to-Market Election
will be allowed a deduction in an amount equal to the lesser of
(a) the excess, if any, of (i) such U.S. Holder’s
adjusted tax basis in the Common Shares over (ii) the fair
market value of such Common Shares as of the close of such taxable
year or (b) the excess, if any, of (i) the amount
included in ordinary income because of such Mark-to-Market Election
for prior taxable years over (ii) the amount allowed as a
deduction because of such Mark-to-Market Election for prior taxable
years.





A U.S.
Holder that makes a Mark-to-Market Election generally also will
adjust such U.S. Holder’s tax basis in the Common Shares to
reflect the amount included in gross income or allowed as a
deduction because of such Mark-to-Market Election.  In
addition, upon a sale or other taxable disposition of Common
Shares, a U.S. Holder that makes a Mark-to-Market Election will
recognize ordinary income or loss (not to exceed the excess, if
any, of (a) the amount included in ordinary income because of
such Mark-to-Market Election for prior taxable years over
(b) the amount allowed as a deduction because of such
Mark-to-Market Election for prior taxable years).





A
Mark-to-Market Election applies to the taxable year in which such
Mark-to-Market Election is made and to each subsequent taxable
year, unless the Common Shares cease to be “marketable
stock” or the IRS consents to revocation of such election.
 Each U.S. Holder should consult its own financial advisor,
legal counsel, or accountant regarding the availability of, and
procedure for making, a Mark-to-Market Election.





Other PFIC Rules





Under
Section 1291(f) of the Code, the IRS has issued proposed
Treasury Regulations that, subject to certain exceptions, would
cause a U.S. Holder that had not made a timely QEF Election to
recognize gain (but not loss) upon certain transfers of Common
Shares that would otherwise be tax-deferred (e.g., gifts and
exchanges pursuant to corporate reorganizations).  However,
the specific U.S. federal income tax consequences to a U.S. Holder
may vary based on the manner in which Common Shares are
transferred.





44





Certain
additional adverse rules will apply with respect to a U.S. Holder
if we are a PFIC, regardless of whether such U.S. Holder makes a
QEF Election.  For example under Section 1298(b)(6) of
the Code, a U.S. Holder that uses Common Shares as security for a
loan will, except as may be provided in Treasury Regulations, be
treated as having made a taxable disposition of such Common Shares.





The
PFIC rules are complex, and each U.S. Holder should consult its own
financial advisor, legal counsel, or accountant regarding the PFIC
rules and how the PFIC rules may affect the U.S. federal income tax
consequences of the acquisition, ownership, and disposition of
Common Shares.





This summary is of a general nature only and is not intended to be
relied on as legal or tax advice or representations to any
particular investor.  Consequently, potential investors are
urged to seek independent tax advice in respect of the consequences
to them of the acquisition of common stock having regard to their
particular circumstances.





(F) DIVIDEND AND PAYING AGENTS





Not
applicable.





(G) STATEMENT BY EXPERTS





Not
applicable.





(H) DOCUMENTS ON DISPLAY





The
documents concerning the Company referred to in this Annual Report
may be inspected at the Company's office at 70 York Street, Suite
1610, Toronto, Ontario, Canada, M5J 1S9. The Company may be reached
at (416) 843-2881. Documents filed with the Securities and Exchange
Commission ("SEC") may also be read and copied at the SEC's public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms.





The
Company is subject to reporting requirements as a “reporting
issuer” under applicable securities legislation in Canada and
as a “foreign private issuer” under the Securities
Exchange Act of 1934 (the “Exchange Act”). As a result,
we must file periodic reports and other information with the
Canadian securities regulatory authorities and the Securities and
Exchange Commission.





A copy
of this Form 20-F Annual Report and certain other documents
referred to in this Annual Report and other documents filed by us
may be retrieved from the system for electronic document analysis
and retrieval (“SEDAR”) system maintained by the
Canadian securities regulatory authorities at www.sedar.ca or from
the Securities and Exchange Commission electronic data gathering,
analysis and retrieval system (“EDGAR”) at
www.sec.gov/edgar.





45





(I) SUBSIDIARY INFORMATION





The
documents concerning the Company’s subsidiaries referred to
in this Annual Report may be inspected at the Company's office at
333 Bay Street, Suite 1700, Toronto, Ontario, Canada, M5H
2R2.





ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





We are
exposed to foreign currency exchange rates.  The
Company’s excess cash, if any, is held at a Canadian
chartered bank in U.S. and Canadian currencies and bears interest
at various rates on monthly balances as at June 30,
2017.





The
carrying value of cash, accounts payable and accrued liabilities,
due to related party and short-term loans payable approximate fair
values due to the relatively short-term maturities of these
instruments.





The
Company never entered into and did not have at the end of the years
ended June 30, 2017, 2016 and 2015, any foreign currency hedge
contracts or commodity contracts, and the Company does not trade in
such instruments. The Company does not use derivative financial
instruments.





The
Company has no sales contracts, swaps, derivatives, or forward
agreements or contracts, or inventory.





The
Company periodically accesses the capital markets with the issuance
of new debt and/or new shares to fund operating
expenses.





ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES





Not
required since this is an annual report.





PART II





ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES





None.





46





ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS





No
modifications or qualifications have been made to the instruments
defining the rights of the holders of our Common Shares and no
material amount of assets securing our securities has been
withdrawn or substituted by us or anyone else (other than in the
ordinary course of business).





As
explained earlier, we have moved the jurisdiction of our company
from Business Corporation
Act (Ontario) to the CBCA and have revised the by-laws which
govern rights of the security holders. We do not believe that these
changes have materially affected or modified the said
rights.





ITEM 15 - CONTROLS AND PROCEDURES





A.    Evaluation
of Our Disclosure Controls and Internal Controls





Under
the supervision and with the participation of our senior
management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness
of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of
1934, as amended, (the “Exchange Act”) as of the
end of the period covered by this annual report (the
“Evaluation Date”).





Based
upon this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures were effective such
that the information relating to the Company, including our
consolidated subsidiary, required to be disclosed in our SEC
reports (i) is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.





47





B.
Management’s Annual Report on Internal Control over Financial
Reporting





Our
internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes of accounting principles generally accepted in Canada. It
is our management’s responsibility to establish and maintain
adequate internal control over financial reporting for the Company.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control
objectives. In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set for
the by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control –
Integrated Framework.





This
annual report does not include an attestation report of our
independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not
subject to attestation by our independent registered public
accounting firm pursuant to temporary rules of the SEC that permit
us to provide only management’s report in this
report.





C.     Changes
in Internal Controls





There
have been no changes in the Company's internal controls over
financial reporting that occurred during the year ended June 30,
2017 that have materially affected or are reasonably likely to
materially affect the Company’s internal control over
financial reporting.





ITEM 16 - [RESERVED]





ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERTS





As at
the Company’s financial year ended June 30, 2017, the audit
committee consisted of three directors, all of whom would be
qualified as an audit committee financial expert, as that term is
defined under Section 407 of the Sarbanes-Oxley Act of 2002. The
background of the directors is described under Item 6(A) Directors
and senior management.





The
members of the Audit Committee consist of Henry J. Kloepper, Graham
Simmonds and Ashish Kapoor. Henry J. Kloepper serves as the
Chairman of the Audit Committee and audit committee financial
expert. Mr. Kloepper is independent of management.





48





While
each of Mr. Simmonds and Mr. Kapoor would not be considered an
independent director under an objective test in that Mr. Simmonds
and Mr. Kapoor serve as non-paid consultants, holding the roles of
the Company’s Former Chief Executive Officer and Chief
Financial Officer, respectively; however, the Board of Directors
has made a subjective determination that no relationships exist
which would interfere with the exercise of independent judgment in
Mr. Simmonds and Mr. Kapoor, carrying out the responsibilities of a
director. The Company has minimal cash reserves and its debts are
with its largest shareholders. The Company’s largest
shareholders have taken an active approach to examining business
opportunities that could enhance shareholders returns and, if
consummated, the Company will be in a position to attract
independent board members.





ITEM 16B CODE OF ETHICS





On
February 9, 2007, the Company adopted a Code of Ethics that applies
to its principal executive officer and principal financial officer,
or persons performing similar functions. A copy of our Code of
Ethics will be provided to any person requesting same without
charge. To request a copy of our Code of Ethics, please make a
written request to our chief financial officer, Live Reel Media
Corporation, 333 Bay Street, Suite 1700, Toronto, Ontario, Canada,
M5H 2R2.





ITEM 16C PRINCIPAL ACCOUNTANT’S FEES AND
SERVICES





The
following outlines the expenditures for accounting fees for the
last two fiscal years ended:





June 30,
2017
June 30,
2016Audit
Fees
$8,560
$8,560Audit Related
Fees
-
-Tax
Fees
-
-All Other
Fees
-
-





Under
our existing policies, the audit committee must pre-approve all
audit and non-audit related services provided by the
auditors.





ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES





Not
applicable.





ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS





Not
applicable.





49





ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING
ACCOUNTANT





On
November 17, 2016, the Company announced that the board of
directors approved a change in its auditor. Effective November 14,
2016, the Company’s audit committee and board of directors
accepted the resignation of Schwartz Levitsky Feldman LLP (the
“Former Auditor”) and appointed MNP LLP (the
“Successor Auditor”) as the Company’s new auditor
until the close of the next annual general meeting of the
Company.





The
audit report of the Former Auditor on the Company’s
consolidated financial statements as of and for the years ended
June 30, 2014 and 2015 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. During the two
fiscal years ended June 30, 2015 and through November 14, 2016,
there were no (i) disagreements with the Former Auditor on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if
not resolved to their satisfaction would have caused them to make
reference in connection with their report to the subject matter of
the disagreement, or (ii) reportable events as described in Item
16F(a)(1)(v) of Form20-F. The Company has provided the Former
Auditor with a copy of the foregoing disclosure and has requested
that they furnish the Company with a letter addressed to the SEC
stating whether they agree with such disclosure and, if not,
stating the respects in which they do not agree.





ITEM 16G CORPORATE GOVERNANCE





Our
securities are listed with the OTC Markets Group and trade on the
OTC QB marketplace. There are no significant ways in which our
corporate governance practices differ from those followed by
domestic companies under the listing standards of that exchange
except for proxy delivery requirements. The OTC marketplace
requires the solicitation of proxies and delivery of proxy
statements for all shareholder meetings, and requires that these
proxies be solicited pursuant to a proxy statement that conforms to
the proxy rules of the U.S. Securities and Exchange Commission. As
a foreign private issuer, the Company is exempt from the proxy
rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the
Act. The Company solicits proxies in accordance with applicable
rules and regulations in Canada.





PART III





ITEM 17 - FINANCIAL STATEMENTS





Not
applicable.








ITEM 18 - FINANCIAL STATEMENTS





See the
Consolidated Financial Statements and Exhibits listed in Item 19
hereof and filed as part of this Annual Report.  These
consolidated financial statements were prepared in accordance with
International Reporting Financial Standards as issued by the
International Accounting Standards Board and are expressed in
Canadian dollars. For a history of exchange rates in effect for
Canadian dollars as against U.S. dollars, see Item 3(A) Exchange
Rates of this Annual Report.





50





ITEM 19 -
EXHIBITS





(a)Financial
Statements -





Description
of Document
Page
No.Cover
Sheet
F-1Index
F-2Report
of Independent Registered Public Accounting Firm dated October 30,
2017
F-3
– F-5Consolidated
Statements of Financial Position as at June 30, 2017 and
2016
F-6Consolidated
Statements of Operations and Comprehensive Loss for the Years Ended
June 30, 2017, 2016 and 2015
F-7Consolidated
Statements of Changes in Shareholder’s Deficiency for the
Years Ended June 30, 2017, 2016 and 2015
F-8Consolidated
Statements of Cash Flows for the Years Ended June 30, 2017, 2016
and 2015
F-9Notes
to the Consolidated Financial Statements
F-10 -
F-19

















51
 
 b)Exhibits





The
following documents are filed as part of this Annual Report on Form
20-F





1.1
Application
for Authorization to continue in another jurisdiction dated October
20, 2006.- Incorporated herein by
reference to Exhibit 1.1 to the Company’s Registration
Statement on Form 20-F filed on December 26, 2006.1.2
Articles
of Incorporation of the Company - Incorporated herein by reference to
Exhibit 1.1 to the Company’s Registration Statement on Form
20-F filed on March 12, 2004.1.3
By-Laws
of the Company - Incorporated
herein by reference to Exhibit 1.3 to the Company’s
Registration Statement on Form 20-F filed on December 26,
2006.1.4
Certificate
of name change from Minedel Mining & Development Company
Limited to Minedel Mines Limited - Incorporated herein by reference to
Exhibit 1.3 to the Company’s Registration Statement on Form
20-F filed on March 12, 2004.1.5
Certificate
of name change from Minedel Mines Limited to Havelock Energy &
Resources Inc. - Incorporated
herein by reference to Exhibit 1.4 to the Company’s
Registration Statement on Form 20-F filed on March 12,
2004.1.6
Certificate
of name change from Havelock energy & Resources Inc. to
Municipal Ticket Corporation - Incorporated herein by reference to
Exhibit 1.5 to the Company’s Registration Statement on Form
20-F filed on March 12, 2004.1.7
Certificate
of name change from Municipal Ticket Corporation to I.D. Investment
Inc. - Incorporated herein by
reference to Exhibit 1.6 to the Company’s Registration
Statement on Form 20-F filed on March 12, 2004.1.8
Certificate
of Amalgamation. to Biolink Corporation - Incorporated herein by reference to
Exhibit 1.7 to the Company’s Registration Statement on Form
20-F filed on March 12, 2004.1.9
Certificate
of name change from Biolink Corp. to First Empire Entertainment.com
Inc. - Incorporated herein by
reference to Exhibit 1.8 to the Company’s Registration
Statement on Form 20-F filed on March 12, 2004.1.10
Certificate
of name change from First Empire Entertainment.com Inc. to First
Empire Corporation Inc. - Incorporated herein by reference to
Exhibit 19 to the Company’s Annual Report on Form 20-F filed
on March 12, 2004.


52





1.11
Certificate
of name change from First Empire Corporation Inc. to Noble House
Entertainment Inc. dated November 4, 2004 - Incorporated herein by reference to
Exhibit 1.10 to the Company’s Annual Report on Form 20-F
filed on December 1, 2005.1.12
Articles
of Amendment dated November 19, 2004 consolidating the common
shares of the Company on the basis of one new common share in
exchange for every two old common shares - Incorporated herein by reference to
Exhibit 1.11 to the Company’s Annual Report on Form 20-F
filed on December 1, 2005.1.13
Certificate
of name change from First Empire Music Corp. to Noble house Film
& Television Inc. dated January 21, 2005 - Incorporated herein by reference to
Exhibit 1.12 to the Company’s Annual Report on Form 20-F
filed on December 1, 2005.1.14
Certificate
of name change from Noble House Film & Television Inc. to
LiveReel Productions Corporation dated August 10, 2006 -
Incorporated herein by
reference to Exhibit 1.14 to the Company’s
Registration Statement on Form 20-F filed on December 26,
2006.1.15
Certificate
of name change from Noble House Entertainment Inc. to LiveReel
Media Corporation dated October 12, 2006 - Incorporated herein by reference to
Exhibit 1.15 to the Company’s Registration Statement on Form
20-F filed on December 26, 2006.2.(a)
Specimen
Common Share certificate - Incorporated herein by reference to
Exhibit 2(a) to the Company’s Annual Report on Form 20-F
filed on December 1, 2005.2.(b)(i)
Unsecured
loan agreement with Mad Hatter Investments Inc. dated July 21, 2011
- Incorporated herein by
reference to Exhibit 2(b)(i) to the Company’s
Registration Statement on Form 20-F filed on December 1,
2011.2.(b)(ii)
Unsecured
loan agreement with 1057111 Ontario Limited dated July 21, 2011 -
Incorporated herein by
reference to Exhibit 2(b)(ii) to the Company’s
Registration Statement on Form 20-F filed on December 1,
2011.2.(b)(iii)
Secured loan agreement with Enthrive Inc. dated November 15,
2011 - Incorporated herein
by reference to Exhibit 2(b)(iii) to the Company’s
Registration Statement on Form 20-F filed on December 1,
2011.2.(b)(iv)
Unsecured loan agreement with Billidan Family Trust dated September
17, 2012- Incorporated
herein by reference to Exhibit 2(b)(iv) to the
Company’s Registration Statement on Form 20-F filed on
October 29, 2012.2.(b)(v)
Unsecured loan agreement with Difference Capital Funding Inc. (now
Difference Capital Financing Inc.) dated December 19, 2012 -
Incorporated herein by
reference to Exhibit 2(b)(v) to the Company’s Annual
Report on Form 20-F filed on October 28, 2013.2.(b)(vi)
Unsecured loan agreement with Difference Capital Funding Inc. (now
Difference Capital Financing Inc.) dated March 22, 2013 -
Incorporated herein by
reference to Exhibit 2(b)(vi) to the Company’s Annual
Report on Form 20-F filed on October 28, 2013.2.(b)(vii)
Loan amending agreement with Difference
Capital Financing Inc. dated May 29, 2014 with respect to the
unsecured loan entered into on December 19, 2012 -
Incorporated herein by
reference to Exhibit 2(b)(vii) to the Company’s Annual
Report on Form 20-F filed on October 23, 2014.2.(b)(viii)
Loan amending agreement with Difference
Capital Financing Inc. dated May 29, 2014 with respect to the
unsecured loan entered into on March 22, 2013 - Incorporated herein by reference to
Exhibit 2(b)(viii) to the Company’s Annual Report on Form
20-F filed on October 23, 2014.2.(b)(ix)
Unsecured note payable with Baymount Incorporated dated March 10,
2015 - Incorporated herein
by reference to Exhibit 2(b)(vix) to the Company’s
Annual Report on Form 20-F filed on October 29, 2015.2.(b)(x)
Unsecured note payable with SimKap Advisory Corp. dated March 10,
2015 - Incorporated herein
by reference to Exhibit 2(b)(viii) to the Company’s
Annual Report on Form 20-F filed on October 29, 2015.4.(b)
Offer
to Purchase dated November 30, 2004 regarding acquisition of film
properties from Noble House Production Inc. - Incorporated herein by reference to
Exhibit 4.(b)iii to the Company’s Annual Report on Form 20-F
filed on December 1, 2005.4.(c)
2006
Consultant Stock Compensation Plan and 2006 Stock Option Plan -
Incorporated
herein by
reference to Form S-8 filed on March 9, 2006.11.
Code of
Ethics.12.
The
certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or
Rule 15d-14(a) (17 CFR 240.15d-14(a)).13.(a)
The
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.14(a)(i)
Corporate
Governance Charter - Incorporated
herein by reference to Exhibit 14 (a)(i) to the
Company’s Registration Statement on Form 20-F filed on
December 26, 2006.14(a)(ii)
Audit
Committee Charter - Incorporated
herein by reference to Exhibit 14 (a)(ii) to the
Company’s Registration Statement on Form 20-F filed on
December 26, 2006.





53





SIGNATURE





The
Company hereby certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused and authorized the
undersigned to sign this Annual Report on its behalf.





Dated
at Toronto, Ontario, Canada, this October 30, 2017.





LIVEREEL MEDIA CORPORATION











Per:
 /s/Ashish
Kapoor


Ashish Kapoor  Chief Financial Officer








54

















LIVEREEL
MEDIA CORPORATION





Consolidated
Financial Statements





For
the Years Ended June 30, 2017, 2016 and 2015


(Expressed
in Canadian Dollars)














F-1





INDEX








PageReport of
Independent Registered Public Accounting Firm

3-5Consolidated
Statements of Financial Position

6Consolidated
Statements of Operations and Comprehensive Loss

7Consolidated
Statements of Changes in Shareholders’
Deficiency

8Consolidated
Statements of Cash Flows

9Notes to the
Consolidated Financial Statements

10 -
19























F-2





Report of Independent Registered Public Accounting
Firm








To the Shareholders
of LiveReel Media Corporation:





We have audited the
accompanying consolidated financial statements of LiveReel Media
Corporation and its subsidiary, which comprise the consolidated
statement of financial position as at June 30, 2017 and 2016, and
the consolidated statements of operations and comprehensive loss,
changes in shareholders' deficiency, and cash flows for the years
then ended, and a summary of significant accounting policies and
other explanatory information.





Management's
Responsibility for the Consolidated Financial
Statements





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





Auditors’
Responsibility





Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits. We conducted our audits in accordance with
Canadian generally accepted auditing standards and the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from
material misstatement.





An audit involves
performing procedures to obtain audit evidence about the amounts
and disclosures in the consolidated financial statements. The
procedures selected depend on the auditors’ judgment,
including the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair
presentation of the consolidated financial statements in order to
design audit procedures that areappropriate in the circumstances,
but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the consolidated
financial statements.





We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.





Opinion





In our opinion, the
consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Company and
its subsidiary as at June 30, 2017 and 2016 and its financial
performance and its cash flows for the years then ended in
accordance with International Financial Reporting Standards as
issued by the International Accounting Standards
Board.





Emphasis
of Matter





Without modifying
our opinion, we draw attention to Note 1 to the consolidated
financial statements which highlights the existence of a material
uncertainty relating to conditions that cast significant doubt on
the Company’s ability to continue as a going
concern.





Other
Matter





The consolidated
financial statements of LiveReel Media Corporation as at June 30,
2015, and for the year then ended, were audited by another auditor
who expressed an unqualified opinion on those consolidated
financial statements in their report dated February 18,
2016.











Toronto,
Ontario
Chartered
Professional AccountantsOctober 30,
2017
Licensed
Public Accountants





F-3











INDEPENDENT AUDITOR’S REPORT OF REGISTERED PUBLIC ACCOUNTING
FIRM

















F-4




















F-5







LiveReel
Media Corporation


Consolidated
Statements of Financial Position


(Expressed in
Canadian Dollars)


June
30,
2017
June 30,
2016ASSETSCurrent
assetsHST
receivable
$-
$3,639Prepaid
expense
6,756
4,136Total
assets
$6,756
$7,775LIABILITIESCurrent
liabilitiesAccounts payable
and accrued liabilities
$88,415
$59,029Due to related
parties (note 4)
170,170
112,170Related party notes
payable (note 6)
374,647
374,647Total
liabilities
633,232
545,846SHAREHOLDERS’
DEFICIENCYShare
capital
7,880,660
7,880,660Contributed
surplus
361,196
361,196Accumulated
deficit
(8,868,332)
(8,779,927)Total
shareholders’ deficiency
(626,476)
(538,071)Total
liabilities and shareholders’ deficiency
$6,756
$7,775Going concern (note
1)Related party
transactions (note 7)Income taxes (note
9)


Subsequent events
(note 13)





Approved
on behalf of the Board:“Henry J.
Kloepper”,Director

“Graham
Simmonds”,Director(signed)

(signed)





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





F-6





LiveReel
Media Corporation


Consolidated
Statements of Operations and Comprehensive Loss


Years Ended June
30,


(Expressed in
Canadian Dollars)


2017
2016
2015Revenue
$-
$-
$-ExpensesProfessional
fees
8,250
2,500
89,191Shareholders
information service
19,107
16,011
44,734Write down of HST
receivable
5,239
-
-Office and
general
229
5,879
12,764Financing
costs
55,580
49,322
30,424Gain on settlement
of related party advances (note
7b)
-
-
(70,745)Net (loss) and
comprehensive loss
$88,405
$73,712
$106,368Net loss per share
– basic and diluted
$(0.004)
$(0.003)
$(0.005)Weighted average
number of shares outstanding – basic and diluted
23,521,744
23,521,744
23,521,744





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





F-7





LiveReel
Media Corporation


Consolidated
Statements of Changes in Shareholders’
Deficiency


(Expressed in
Canadian Dollars)


Number of
Shares
Share
Capital
Contributed
Surplus
Accumulated
Deficit
Shareholders’
DeficiencyBalance,
July 1, 2014
23,521,744
$7,880,660
$361,196
$(8,599,847)
$(357,991)Net loss for the
year
-
-
-
(106,368)
(106,368)Balance,
June 30, 2015
23,521,744
$7,880,660
$361,196
(8,706,215)
$(464,359)Net loss for the
year
-
-
-
(73,712)
(73,712)Balance,
June 30, 2016
23,521,744
$7,880,660
$361,196
$(8,779,927)
$(538,071)Net loss for the
year
-
-
-
(88,405)
(88,405)Balance,
June 30, 2017
23,521,744
$7,880,660
$361,196
$(8,868,332)
$(626,476)





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





F-8





LiveReel
Media Corporation


Consolidated
Statements of Cash Flows


Years Ended June
30,


(Expressed in
Canadian Dollars)


2017
2016
2015OPERATING
ACTIVITIESNet loss for the
year
$(88,405)
$(73,712)
$(106,368)Adjustment for
non-cash items:Accrued
interest
55,580
49,322
30,424Gain on settlement
of related party advances (note 7b)
-
-
(70,745)Write down of HST
receivable
5,239
-
-Changes in working
capital items:HST
receivable
(1,600)
(2,676)
(963)Prepaid
expense
(2,620)
(4,136)
-Accounts
payable and accrued liabilities
29,386
4,685
17,647Due
to related parties
-
6,215
7,346Cash
used in operating activities
(2,420)
(20,302)
(122,659)FINANCING
ACTIVITIESAdvances from
related parties
2,420
20,302
121,409Proceeds
from financing activities
2,420
20,302
121,409Increase
(decrease) in cash during the year
-
-
(1,250)Cash, beginning of
year
-
-
1,250Cash,
end of year
$-
$-
$-Supplemental
Information:Cash paid for
income taxes
$-
$-
$-Cash paid for
interest
$-
$-
$-Non cash
activities:Issuance of related
party notes payable
$-
$-
$374,647Settlement of short
term loans payable
$-
$-
$249,825Settlement of
related party advances
$-
$-
$195,567





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





F-9
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





1.
 NATURE
OF OPERATIONS AND GOING CONCERN





LiveReel Media
Corporation (the “Company”) is a Canadian-domiciled company focused
on the identification and evaluation of other assets or businesses
for purchase in the media, technology and consumer industries. The
Company’s registered office is 333 Bay Street, Suite 1700,
Toronto, ON, M5H 2R2.





These consolidated
financial statements of the Company have been prepared in
accordance with International Financial Reporting Standards
(“IFRS”) on a going concern basis which presumes the
realization of assets and discharge of liabilities in the normal
course of business for the foreseeable future. There is significant
doubt about the Company's ability to continue as a going concern as
the Company incurred a loss of $88,405 (June 30, 2016: $73,712;
June 30, 2015: $106,368) during the year and has a working capital
deficiency of $626,476 (June 30, 2016: $538,071) and an accumulated
deficit of $8,868,332 (June 30, 2016: $8,779,927) as at June 30,
2017. The Company’s ability to continue as a going concern is
dependent upon its ability to access sufficient capital until it
has profitable operations and raises a material concern. To this
point, all operational activities and overhead costs have been
funded through related party advances, equity and debt
issuances.





The Company
believes that continued funding from its related parties will
provide sufficient cash flow for it to continue as a going concern
in its present form, however, there can be no assurances that the
Company will achieve this. Accordingly, these consolidated
financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the
amount and classification of liabilities or any other adjustments
that might be necessary should the Company be unable to continue as
a going concern.





Currently, the
Company is focused on preserving its cash by minimizing operating
expenses while management evaluates investment opportunities in the
media, technology and consumer industries.





2.
 BASIS
OF PREPARATION





(a)     
Statement of Compliance





These consolidated
financial statements of the Company and its subsidiaries were
prepared using accounting policies consistent with International
Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) and
interpretations of the International Financial Reporting
Interpretation Committee (“IFRIC”).





These consolidated
financial statements were authorized for issue by the Board of
Directors on October 30, 2017.





(b)    
Basis of Preparation





These consolidated
financial statements have been prepared on a historical cost basis.
Historical cost is based on the fair value of the consideration
given in exchange for assets. In addition, these consolidated
financial statements have been prepared using the accrual basis of
accounting, except for cash flow information.





F-10
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





(c)  
  Functional and Presentation Currency





These consolidated
financial statements have been presented in Canadian Dollars, which
is the functional and presentation currency of the Company and its
subsidiary.





(d)    
Use of Estimates and Judgements





The preparation of
these consolidated financial statements in accordance with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and reported
amounts of assets and liabilities at the date of the consolidated
financial statements and reported amounts of expenses during the
reporting period. Actual outcomes could differ from these
estimates. These consolidated financial statements include
estimates, which, by their nature, are uncertain. The impacts of
such estimates are pervasive throughout these consolidated
financial statements, and may require accounting adjustments based
on future occurrences.





The estimates and
underlying assumptions are reviewed on a regular basis. Revisions
to accounting estimates are recognized in the period in which the
estimate is revised and in any future periods
affected.





The key source of
estimation uncertainty at the reporting date, which has a risk of
causing a material adjustment to the carrying amounts of
liabilities and expenses within the next financial year, are the
accrued liabilities.





3.  
       SIGNIFICANT ACCOUNTING
POLICIES





The significant
accounting policies used in the preparation of these consolidated
financial statements are described below.





Basis
of Consolidation





These consolidated
financial statements include the accounts of the Company and its
wholly owned subsidiary, LiveReel Productions Corporation. All
intercompany balances and transactions have been eliminated on
consolidation.





Financial
Instruments





Financial
assets:





All financial
assets are recognized and derecognized on the trade date where the
purchase or sale of a financial asset is under contract whose terms
require delivery of the financial asset within the time frame
established by the market concerned, and are initially measured at
fair value, plus transaction costs, except for those financial
assets classified at fair value through profit or loss which are
initially measured at fair value.





Financial assets
are classified into the following categories: financial assets
“at fair value through profit or loss”
(“FVTPL”), “held-to-maturity investments”,
“available-for-sale” financial assets and “loans
and receivables”. The classification depends on the nature
and purpose of the financial assets and is determined at the time
of initial recognition.





F-11
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





Financial
liabilities:





Financial
liabilities are classified as either financial liabilities
“at FVTPL” or “other financial
liabilities”.





Other financial
liabilities including borrowings are initially measured at fair
value, net of transaction costs. Other financial liabilities are
subsequently measured at amortized cost using the effective
interest method, with interest recognized on an effective yield
basis.





The effective
interest method is a method of calculating the amortized cost of a
financial liability and of allocating interest costs over the
relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash payments through the
expected life of the financial liability or (where appropriate) to
the net carrying amount on initial recognition.





The Company
derecognizes financial liabilities when the obligations are
discharged, cancelled or expire.





The Company’s
financial liabilities consist of the following:





Financial
liability:

Classification:Accounts payable
and accrued liabilities

Other financial
liabilitiesDue to related
parties

Other financial
liabilitiesRelated party notes
payable

Other financial
liabilities





Fair value
estimates are made at a specific point in time, based on relevant
market information and information about the financial instruments.
These estimates are subjective in nature and involve uncertainties
and matters of significant judgment. Change in assumptions could
significantly affect the estimates.





Impairment
of financial assets





Financial assets
are assessed for indicators of impairment at the end of each
reporting period. Financial assets are impaired when there is
objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial assets, the
estimated future cash flows of the investments have been negatively
impacted. Evidence of impairment could include: significant
financial difficulty of the issuer or the counterparty; or default
or delinquency in interest or principal payments; or the likelihood
that the borrower will enter bankruptcy or financial
reorganization.





The carrying amount
of financial assets is reduced by any impairment loss directly for
all financial assets with the exception of amounts receivable,
where the carrying value is reduced through the use of an allowance
account. When an amount receivable is considered uncollectible, it
is written off against the allowance account. Subsequent recoveries
of amounts previously written off are credited against the
allowance account. Changes in the carrying amount of the allowance
account are recognized in profit or loss.





If, in a subsequent
period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the
impairment was recognized, the previously recognized impairment
loss is reversed through profit or loss to the extent that the
carrying amount of the investment at the date the impairment is
reversed does not exceed what the amortized cost would have been
had the impairment not been recognized.





F-12
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





Loss
per share





Basic loss per
share is calculated by dividing net loss by the weighted average
number of common shares outstanding during the period. Diluted loss
per share reflects the dilution that would occur if outstanding
stock options and share purchase warrants were exercised or
converted into common shares using the treasury stock method and
are calculated by dividing net loss applicable to common shares by
the sum of the weighted average number of common shares outstanding
and all additional common shares that would have been outstanding
if potentially dilutive common shares had been issued.





The inclusion of
the Company’s stock options and share purchase warrants in
the computation of diluted loss per share would have an
anti-dilutive effect on loss per share and are therefore excluded
from the computation. Consequently, there is no difference between
basic loss per share and diluted loss per share.





Income
taxes





Income tax expense
comprises of current and deferred tax. Income tax expense is
recognized in profit or loss except to the extent that it relates
to items recognized in equity, in which case it is recognized in
equity.





Current income tax
is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the reporting
date, and any adjustments to tax payable in respect of previous
years.





Deferred tax
liabilities or assets are recognized using the balance sheet
method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes
and amounts used for taxation purposes. Deferred tax is not
recognized on the initial recognition of assets or liabilities in a
transaction that is not a business combination.





Deferred tax is
measured at the tax rates that are expected to be applied to
temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset, and they relate to income
taxes levied by the same tax authority on the same taxable entity,
or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and
liabilities will be realized simultaneously.





A deferred tax
asset is recognized to the extent that it is probable that future
taxable profits will be available against which the temporary
difference can be utilized. Deferred tax assets are reviewed at
each reporting date and are reduced to the extent that it is no
longer probable that the related tax benefit will be
realized.





Equity





Common shares are
classified as equity. Transaction costs directly attributable to
the issue of common shares and share purchase options are
recognized as a deduction from equity, net of any tax effects. When
share capital recognized as equity is repurchased, the amount of
the consideration paid, including directly attributable costs, is
recognized as a deduction from total equity.





F-13
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





New
Standards Not Yet Adopted





In July 2014, the
IASB issued the complete IFRS 9 (IFRS 9 (2014)). In November 2009,
the IASB issued the first version of IFRS 9 - Financial Instruments
(IFRS 9 (2009)) and subsequently issued various amendments in
October 2010, (IFRS 9 Financial Instruments (2010)) and November
2013 (IFRS 9 Financial Instruments (2013)). The mandatory effective
date of IFRS 9 is for annual periods beginning on or after January
1, 2018 and must be applied retrospectively with some exemptions.
Early adoption is permitted. The restatement of prior periods is
not required and is only permitted if information is available
without the use of hindsight. The Company does not intend to adopt
the new standard prior to its effective date and does not expect
the new standard to have a significant impact on the consolidated
financial statements.





In May 2014, the
IASB issued a new standard, IFRS 15 - Revenue from Contracts with
Customers, which replaces the current revenue recognition standards
and interpretations. IFRS 15 provides a single comprehensive model
to use when accounting for revenue arising from contracts with
customers. The new model applies to all contracts with customers
except those that are within the scope of other IFRS standards such
as leases, insurance contracts and financial instruments. IFRS 15
is to be applied retrospectively. At its meeting on July 22, 2015,
the IASB confirmed its proposal to defer the effective date of IFRS
15 to fiscal years beginning on or after January 1, 2018. Early
application is still permitted. The Company does not intend to
adopt the new standard prior to its effective date and does not
expect the new standard to have a significant impact on the
consolidated financial statements.





In January 2016,
the IASB issued a new standard, IFRS 16 – Leases. The new
standard requires lessees to recognize most leases on the balance
sheet using a single model, thereby eliminating the distinction
between operating and finance leases. Lessor accounting, however,
remains similar to current accounting practice, and the distinction
between operating and finance leases is retained. The standard is
effective for annual periods beginning on or after January 1, 2019
and will supersede IAS 17 Leases. Early application is permitted if
IFRS 15 – Revenue from Contracts with Customers has also been
applied. The Company does not intend to adopt the new standard
prior to its effective date and does not expect the new standard to
have a significant impact on the consolidated financial
statements.





4. 
        DUE TO RELATED PARTIES





Amounts due to
related parties consist of the following:





June
30,
2017
June
30,
2016Amounts owing to an
officer of the Company
$12,796
$10,376Amounts owing to
entities related by virtue of common officers
38,486
38,486Interest accrued on
related party notes payable
118,888
63,308$170,170
$112,170





Amounts due to
related parties are unsecured, non-interest bearing with no
specific terms of repayment.





F-14
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





5.
 SHORT-TERM
LOANS PAYABLE





On December 19,
2012, the Company entered into an unsecured loan agreement with
Difference Capital Financial Inc. (“Difference”), at
the time an arms’ length party, in the aggregate principal
amount of $50,000. The loan had a term of twelve months maturing on
December 19, 2013 and accruing interest at 12% per annum until
maturity. The loan could be prepaid at any time without notice or
penalty.





On March 22, 2013,
Difference, at the time the Company’s largest shareholder,
entered into an unsecured loan agreement in the aggregate principal
amount of $150,000. The loan had a term of twelve months maturing
on March 22, 2014 and accruing interest at 12% per annum until
maturity. The loan could be prepaid at any time without notice or
penalty.





On May 28, 2014,
the Company extended the term of its loan agreement with Difference
to provide that such loans would mature on a demand
basis.





During the years
ended June 30, 2017, 2016 and 2015, the Company accrued interest
expenses of $nil, $nil and $16,438, respectively, on these
loans.





On March 10, 2015,
the short-term loans payable of $200,000 in principal and $49,825
of accrued interest (collectively, the “Short-Term Loans
Payable”) owing to Difference were fully settled in a
transaction by entities related to the Company (see note
6).





6.
 RELATED
PARTY NOTES PAYABLE





On March 10, 2015,
the Short-Term Loans Payable in the amount of $249,825 (see note 5)
and other related party advances in the amount of $124,822 (see
note 7), were fully settled with the issuance of $374,647 in
related party notes payable (the “Notes Payable”) to
entities newly related to the Company at the time of the
transaction. The Notes Payable are unsecured, accrue interest at
12% per annum and are due on demand.





During the years
ended June 30, 2017, 2016 and 2015, the Company accrued interest
expense of $55,580, $49,322 and $13,986, respectively, on the Notes
Payable. The interest payable has been included in amounts due to
related parties (see note 4).





7.
 RELATED
PARTY TRANSACTIONS





Transactions with
related parties are incurred in the normal course of business and
are measured at the exchange amount which is the amount of
consideration established by and agreed to by the related parties.
Related party transactions for the years ended June 30, 2017, 2016
and 2015 and balances as at those dates, not disclosed elsewhere in
these consolidated financial statements are:





a)
 During the year
ended June 30, 2015, the Company received $106,409 in advances from
Difference, its former shareholder, for working capital purposes
(2016 - $nil; 2017 - $nil);





b)
 During the year
ended June 30, 2015, Difference forgave $70,745 of the above
advances and the remaining $124,822 due to Difference from advances
was settled with Notes Payable (see note 6) (2016 - $nil; 2017 -
$nil);








F-15
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





c)
 During the year
ended June 30, 2015, the Company issued Notes Payable of $374,647
(see note 6), which settled the Short-Term Loans Payable and other
related party advances (see note 5) (2016 - $nil; 2017 -
$nil);





d)
 During the year
ended June 30, 2017, the Company accrued interest of $55,580 (2016
- $49,322; 2015 - $30,424) on loans due to related parties (see
notes 5 and 6);





e)
 During the year
ended June 30, 2017, the Company expensed $nil (2016 - $5,500; 2015
- $11,500) in fees payable to a related entity for accounting and
consulting services; and





f)
 During the year
ended June 30, 2017, the Company received $2,420 (2016 - $20,302;
2015 - $15,000) in advances from related parties, for working
capital purposes.





8.
 CAPITAL
STOCK





a)
 Authorized:
Unlimited number of common shares





b)
 Issued:





June
30,
2017
June
30,
2016Common
Shares
Amount
Common Shares
AmountBeginning of
period
23,521,744
$7,880,660
23,521,744
$7,880,660Issued
-
-
-
-End of
period
23,521,744
$7,880,660
23,521,744
$7,880,660





9.
 INCOME
TAXES





Current
Income Taxes





The major factors
that cause variations from the Company’s combined federal and
provincial statutory Canadian income tax rates were the
following:





June
30,
2017
June
30,
2016
June
30,
2015Combined Canadian
statutory income tax rates
26.50%
26.50%
26.50%Income tax recovery
at statutory income tax rates
$(23,427)
$(19,534)
$(28,188)Increase (decrease)
in taxes resulting from:Forgiveness
of debt
-
-
(18,750)Benefit of tax
losses not recognized
23,427
19,534
46,938Provision for
income taxes
$-
$-
$-





F-16
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





Deferred
Income Taxes





Deferred tax assets
have not been recognized in respect of the following deductible
temporary differences:





June
30,
2017
June
30,
2016Amounts
related to tax loss carry forwards
$3,474,000
$3,386,000





A deferred tax
asset has not been recognized in respect of the above because it is
not probable that future taxable profits will be available against
which the temporary difference can be utilized.





Non-capital
Losses





The Company has
non-capital tax losses available for carry-forward of approximately
$3,474,000, which may be applied against future taxable income and
expire as detailed below. The benefit arising from these losses has
not been recorded in these consolidated financial
statements.





2027
536,0002028
868,0002029
911,0002030
260,0002031
251,0002032
153,0002033
25,0002034
131,0002035
177,0002036
74,0002037
88,000$3,474,000





10.
 SEGMENTED
INFORMATION





The Company does
not have any reportable segments at this time and all operations
take place in Canada.





11.
 CAPITAL
MANAGEMENT





The Company
includes a deficiency of $ 626,476 for the year ended June 30, 2017
(2016 - $ 538,071), comprised of issued share capital, contributed
surplus and accumulated deficit, in the definition of
capital.





The Company’s
primary objective with respect to its capital management is to
ensure that it has sufficient cash resources to fund its activities
relating to identifying and evaluating investment opportunities. To
secure the additional capital necessary to pursue these plans, the
Company may attempt to raise additional funds through the issuance
of equity or debt.





F-17
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





The Company’s
capital management objectives, policies and processes have remained
unchanged during the year.





12.
 FINANCIAL
INSTRUMENTS AND RISK FACTORS





The
fair value hierarchy that reflects the significance of inputs used
in making fair value measurements is as follows:





Level
1: quoted prices in active markets for identical assets or
liabilities;


Level
2: inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. from derived prices); and


Level
3: inputs for the asset or liability that are not based upon
observable market data.





Assets
are classified in their entirety based on the lowest level of input
that is significant to the fair value measurement.





The fair values of
the Company’s financial instruments consisting of accounts
payable and other accrued liabilities, due to related parties and
related party notes payable, approximate their carrying value due
to the relatively short term maturities of these
instruments.





Risk Management Policies





The
Company, through its financial assets and liabilities, is exposed
to various risks. The Company has established policies and
procedures to manage these risks, with the objective of minimizing
any adverse effect that changes in these variables could have on
these consolidated financial statements. The following analysis
provides a measurement of risks as at June 30, 2017:





Credit
Risk





Credit
risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its
contractual obligations. The Company is not exposed to any
significant credit risk.





Liquidity Risk





Liquidity
risk is the risk that the Company will not be able to meet its
financial obligations as they fall due within one year. The
Company’s approach to managing liquidity risk is to ensure,
as far as possible, that it will have sufficient liquidity to meet
its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage
to the Company’s reputation. At June 30, 2017, there is
substantial doubt about the Company’s ability to continue as
a going concern primarily due to its history of losses and a
$626,476 (June 30, 2016 - $538,071) working capital deficit.
Liquidity risk continues to be a key concern in the development of
future operations.





F-18
  LiveReel
Media Corporation
 Notes to the
Consolidated Financial Statements
 (Expressed in
Canadian Dollars)
 Years Ended June
30, 2017, 2016 and 2015





Market 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. The interest rates on all of the Company’s
existing debt are fixed, and therefore it is not currently subject
to any significant cash flow interest rate risk.





Foreign Currency Risk





The
Company’s functional currency is the Canadian Dollar. The
majority of the Company’s purchases are transacted in
Canadian Dollars, therefore, the Company is not exposed to any
significant foreign currency risk.





Price Risk





The
Company’s operations do not involve the direct input or
output of any commodities and therefore it is not subject to any
significant commodity price risk. In addition, the Company does not
have any equity investment in other listed public companies, and
therefore it is not subject to any significant stock market price
risk.





Sensitivity Analysis





Based
on management’s knowledge and experiences of the financial
markets, the Company’s management believes the following
movements are “reasonably possible”. The interest rates
on all of the Company’s existing interest bearing debt are
fixed. Sensitivity to a plus or minus 25 basis points change in
rates would not significantly affect the fair value of this debt.
The Company does not have any financial instrument balances
denominated in foreign currencies to give rise to exposure to
foreign exchange risk.





13.
 SUBSEQUENT
EVENTS





On
September 22, 2017, a portion of the Company’s Notes Payable
and other amounts owing to related parties in the amount of
$384,056 were sold to a third party by the related party debt
holders.





On
October 19, 2017, the third party entered into a debt conversion
agreement with the Company to settle a total of $384,056 of
indebtedness owing through the issuance of 7,681,110 common shares
of the Company at a price of $0.05 per share. The Company issued
the 7,681,110 common shares on October 19, 2017.





14.
 COMPARATIVE FIGURES





Certain
comparative figures have been reclassified to conform to the
consolidated financial statement presentation adopted for the
current year.





F-19





LIVEREEL MEDIA
CORPORATION
 
 MANAGEMENT’S
DISCUSSION AND ANALYSIS
 
 FOR
THE YEAR ENDED JUNE 30, 2017
 
 
 
 
 Prepared as at
October 30, 2017





1





Index





PageOverview
3Summary of
Results
3Number of Common
Shares
5Business
Environment
5Risk
Factors
5Forward Looking
Statements
8Business Plan and
Strategy
8Results of
Operations
9Liquidity and
Capital Resources
11Working
Capital
11Key Contractual
Obligations
11Off Balance Sheet
Arrangements
12Transactions with
Related Parties
12Financial and
Derivative Instruments
12Critical Accounting
Estimates
12Evaluation of
Disclosure Controls and Procedures
13Outlook
13Current
Outlook
13Public Securities
Filings
13





2





Management
Discussion and Analysis





The
following discussion and analysis by management of the financial
results and condition of LiveReel Media Corporation for the year
ended June 30, 2017 should be read in conjunction with the audited
consolidated financial statements for the year ended June 30, 2017.
The financial statements and the financial information herein have
been prepared in accordance with International Financial Reporting
Standards (“IFRS”), as issued by the International
Accounting Standards Board (“IASB”).





The management
discussion and analysis is prepared by management as at October30,
2017.





In this report, the
words “us”, “we” “our”, the
“Company” and “LiveReel” have the same
meaning unless otherwise stated and refer to LiveReel Media
Corporation and its subsidiaries.





Overview





Summary
of Results





LiveReel Media
Corporation (the “Company”) is a Canadian-domiciled
company focused on the identification and evaluation of other
assets or businesses for purchase in the media, technology and
consumer industries. The Company’s registered office is 333
Bay Street, Suite 1700, Toronto, ON, M5H 2R2.





On September 17,
2012, the Company entered into an unsecured loan agreement with
Billidan Family Trust, a related party to the Company's former
largest shareholder, in the aggregate principal amount of
$25,000.  The loan had a term of
12 months ending September 17, 2013, accrued interest at 12% per annum until
maturity, and could be prepaid at any time upon payment of a
penalty of $2,000. This note and all accrued interest was
repaid in connection with the change of control of the Company and
additional debt financing of the Company on March 22,
2013.





On December 19,
2012, the Company entered into an unsecured loan agreement with
Difference Capital Financial Inc. (“Difference”), at
the time an arms’ length party, in the aggregate principal
amount of $50,000. The loan had a term of twelve months maturing
December 19, 2013, accrued interest at 12% per annum until
maturity, and could be prepaid at any time without notice or
penalty. On May 28, 2014, the Company extended the term of its loan
agreements with Difference to provide that such loans now mature on
a demand basis. On March 10, 2015, the loans payable owing to
Difference were fully settled in a transaction by entities related
to the Company.





On March 22, 2013,
Difference, at the time the Company’s largest shareholder,
entered into an unsecured loan agreement in the aggregate principal
amount of $150,000. The loan had a term of twelve months maturing
March 22, 2014, accrued interest at 12% per annum until maturity,
and would be prepaid at any time without notice or penalty. On
May 28, 2014, the Company extended the term of its loan agreements
with Difference to provide that such loans now mature on a demand
basis. On March 10, 2015, the loans payable owing to Difference
were fully settled in a transaction by entities related to the
Company.





Following the
change of control of the Company, the Company announced the
appointment of Michael Wekerle and Henry Kneis who joined the board
of directors following the resignation of Janice Barone and Diana
van Vliet and at later date, Jason Meretsky. Jason Meretsky, the
Company’s Chief Executive Officer resigned and was replaced
by Michael Wekerle. Steve Wilson, the Company’s Chief
Financial Officer resigned and was replaced by Henry
Kneis.





On March 22, 2013,
Difference Capital entered into five separate stock purchase
agreements with arms-length third parties whereby it acquired
20,648,150 common shares in the capital of the Company,
representing approximately 87.8% of the issued and outstanding
voting securities of the Company on a fully-diluted
basis.





3





On May 28, 2014,
the Company extended the term of its loans with Difference Capital
to provide that such loans now mature on a demand
basis.





On March 10, 2015,
the existing board consisting of Michael Wekerle, Henry Kneis and
Thomas Astle resigned as members of the board of directors and were
replaced with Graham Simmonds, Ashish Kapoor and Henry J. Kloepper.
Michael Wekerle resigned as Chief Executive Officer and was
replaced by Graham Simmonds. Henry Kneis, the Corporation's Chief
Financial Officer resigned and was replaced by Ashish Kapoor who
was also appointed Secretary.





On March 10, 2015,
the loans payable of $200,000 and accrued interest of $49,825 and
other related party advances in the amount of $124,822 owing to
Difference, were fully settled with the issuance of $374,647 in
related party notes payable (the “Notes Payable”) to
new entities related to the Company at the time of the transaction.
The Notes Payable are unsecured, accrue interest at 12% per annum
and are due on demand.





On September 22,
2017, Graham Simmonds resigned as Chief Executive Officer and was
replaced by Thomas M. Turner, Jr.





The Board currently
consists of three directors, Henry J. Kloepper, Graham Simmonds and
Ashish Kapoor.








The following table
summarizes financial information for the past three
years:





For the Years
Ending June 30,
2017
2016
2015$
$
$Revenue
-
-
-Net loss for
year
(88,405)
(73,712)
(106,368)Net loss per
share
(0.004)
(0.003)
(0.005)Working capital
deficit
(626,476)
(538,071)
(464,359)Total
assets
6,756
7,775
963Total
liabilities
633,232
545,846
465,322Capital
stock
7,880,660
7,880,660
7,880,660Contributed
surplus
361,196
361,196
361,196Equity component of
debt


-Accumulated
deficit
(8,868,332)
(8,779,927)
(8,706,215)Shareholders’
deficiency
(626,476)
(538,071)
(464,359)





4





The following table
summarizes financial information for the 4th quarter of fiscal
2017 and the preceding seven quarters:





June 30,
Mar 31,
Dec 31,
Sept 30,
June 30,
Mar 31,
Dec 31,
Sept 30,Quarter Ended
2017
2017
2016
2016
2016
2016
2015
2015$
$
$
$
$
$
$
$Revenue
-
-
-
-
-
-
-
-Gain
(Loss) from continuing operations
(27,150)
(20,962)
(19,391)
(20,902)
1,492(1)
(22,177)
(21,957)
(31,070)Net
loss per share – basic and diluted
0.001
0.001
0.001
0.001
0.000
0.001
0.001
0.001





(1)
 The gain recorded
during the three months ended June 30, 2016 is the result of the
reversal of an over accrual of expenses.





Refer to the
Results of Operations section for further analysis of income and
expenses during the year ended June 30, 2017.





Number
of Common Shares





There were
23,521,744 common shares issued and outstanding as at June 30, 2017
and 31,202,854 common shares issued and outstanding as at October
30, 2017, being the date of this report. There were no options or
warrants outstanding as of June 30, 2017 and October 30, 2017, the
date of this report.





Approximately
26,448,310 of the common shares issued are subject to resale
restrictions under U.S. securities laws.





Business
Environment





Risk
Factors





The
following is a brief discussion of those distinctive or special
characteristics of our operations and industry that may have a
material impact on, or constitute risk factors in respect of, the
Company’s future financial performance.





THE COMPANY HAS AN
UNSUCCESSFUL OPERATING HISTORY





Since March 1997,
when it was incorporated in Ontario, Canada by amalgamating with
two other Ontario entities, the Company has no significant revenues
or earnings from operations since its incorporation. The Company
has operated at a loss to date and in all likelihood will continue
to sustain operating losses in the foreseeable future. There is no
assurance that the Company will ever be profitable.





INVESTMENT
STRATEGY





The
controlling shareholders of the Company changed in March 2015 and a
new Board of Directors was appointed. The Company has focused its
efforts on the identification and evaluation of other assets or
businesses for purchase in the media, technology and consumer
industries. The Company has not yet identified or selected any
additional specific investment opportunity or business.
Accordingly, there is no current basis for the reader to evaluate
the possible merits or risks of the investment opportunity which we
may ultimately decide to pursue.





5





THE
COMPANY'S COMMON SHARES ARE CONSIDERED TO BE PENNY STOCK, WHICH MAY
ADVERSELY AFFECT THE LIQUIDITY OF ITS COMMON SHARES





The
capital stock of the Company would be classified as “penny
stock” as defined in Reg. § 240.3a51-1 promulgated under
the Securities Exchange Act of 1934 (the “1934 Act”).
In response to perceived abuse in the penny stock market generally,
the 1934 Act was amended in 1990 to add new requirements in
connection with penny stocks. In connection with effecting any
transaction in a penny stock, a broker or dealer must give the
customer a written risk disclosure document that (a) describes the
nature and level of risk in the market for penny stocks in both
public offerings and secondary trading, (b) describes the
broker’s or dealer’s duties to the customer and the
rights and remedies available to such customer with respect to
violations of such duties, (c) describes the dealer market,
including “bid” and “ask” prices for penny
stock and the significance of the spread between the bid and ask
prices, (d) contains a toll-free telephone number for inquiries on
disciplinary histories of brokers and dealers, and (e) define
significant terms used in the disclosure document or the conduct of
trading in penny stocks. In addition, the broker-dealer must
provide to a penny stock customer a written monthly account
statement that discloses the identity and number of shares of each
penny stock held in the customer’s account, and the estimated
market value of such shares. The extensive disclosure and other
broker-dealer compliance related to penny stocks may result in
reducing the level of trading activity in the secondary market for
such stocks, thus limiting the ability of the holder to sell such
stock.





MARKET PRICE FOR
THE COMPANY'S COMMON SHARES HAS BEEN VOLATILE IN THE PAST AND MAY
DECLINE IN THE FUTURE





In
recent years, the securities markets in Canada and the United
States have experienced a high level of price and volume
volatility, and the market prices of securities of many companies,
particularly small-cap companies like ours, have experienced wide
fluctuations which have not necessarily been related to the
operating performance, underlying asset values or prospects of such
companies. Our shares may continue to experience significant market
price and volume fluctuations in the future in response to factors,
which are beyond our control.





THE COMPANY MAY NOT
BE ABLE TO RAISE ADDITIONAL FINANCING TO MEET CURRENT OPERATING
NEEDS AND IMPLEMENT ITS NEW BUSINESS STRATEGY





The Company
continues to review different investment opportunities in the
media, technology and consumer industries. If the Company is unable
to achieve revenue or obtain financing and cannot pay its debts as
they become due, it may be forced to solicit a buyer or be forced
into bankruptcy by its creditors.





DIVIDENDS





All
of the Company's available funds will be invested to finance the
growth of the Company's business and therefore investors cannot
expect and should not anticipate receiving a dividend on the
Company's common shares in the foreseeable future.





DILUTION





The Company may in
the future grant to some or all of its own and its subsidiaries'
directors, officers, insiders and key consultants options to
purchase the Company's Common Shares as non-cash incentives to
those people. Such options may be granted at exercise prices equal
to market prices at a time when the public market is depressed or
at exercise prices which may be substantially lower than the market
prices. To the extent that significant numbers of such options may
be granted and exercised, the interests of the then existing
shareholders of the Company may be subject to additional
dilution.





6





The Company is
currently without a source of revenue and therefore is not able to
adequately cover its operating costs. The Company will most likely
be required to issue additional securities to finance its
operations and may also issue substantial additional securities to
finance the development of any or all of its projects. These
actions will cause further dilution of the interests of the
existing shareholders.





SHARES
ELIGIBLE FOR FUTURE SALE MAY DEPRESS OUR STOCK PRICE





At
October 30, 2017, the Company had 31,202,854 shares of common stock
outstanding of which approximately 26,448,310 are restricted
securities under Rule 144 promulgated under the Securities
Act.





Sales
of shares of common stock pursuant to an effective registration
statement or under Rule 144 or another exemption under the US
Securities Act could have a material adverse effect on the price of
our common stock and could impair our ability to raise additional
capital through the sale of equity securities.





YOUR
RIGHTS AND RESPONSIBILITIES AS A SHAREHOLDER WILL BE GOVERNED BY
CANADIAN LAW AND DIFFER IN SOME RESPECTS FROM THE RIGHTS AND
RESPONSIBILITIES UNDER U.S. LAW





The
Company is incorporated under Canadian law. The rights and
responsibilities of holders of our shares are governed by our
Articles and By-Laws and by Canadian law. These rights and
responsibilities may differ in some respects from the rights and
responsibilities of shareholders in typical U.S.
corporations.





CHANGING
REGULATIONS OF CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE CAN CAUSE
ADDITIONAL EXPENSES AND FAILURE TO COMPLY MAY ADVERSELY AFFECT OUR
REPUTATION AND THE VALUE OF OUR SECURITIES





Changing laws,
regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002, new
SEC regulations and new and changing provisions of Canadian
securities laws, are creating uncertainty because ofthe lack of
specificity and varying interpretations of the rules. As a result,
the application of the rules may evolve over time as new guidance
is provided by regulatory and governing bodies, which could result
in continuing uncertainty regarding compliance matters and higher
costs necessitated by ongoing revisions to disclosure and
governance practices. The Company is committed to maintaining high
standards of corporate governance and public disclosure. As a
result, our efforts to comply with evolving laws, regulations and
standards have resulted in, and are likely to continue to result
in, increased general and administrative expenses and a diversion
of management time and attention from revenue-generating activities
to compliance activities. Any failure to comply with applicable
laws may materially adversely affect its reputation and the value
of its securities.





7





Forward Looking Statements





Certain
statements contained in this report are forward-looking statements
as defined in the U.S. federal securities laws. All statements,
other than statements of historical facts, included herein or
incorporated by reference herein, including without limitation,
statements regarding our business strategy, plans and objectives of
management for future operations and those statements preceded by,
followed by or that otherwise include the words
“believe”, “expects”,
“anticipates”, “intends”,
“estimates” or similar expressions or variations on
such expressions are forward-looking statements. We can give no
assurances that such forward-looking statements will prove to be
correct.





Each
forward-looking statement reflects our current view of future
events and is subject to risks, uncertainties and other factors
that could cause actual results to differ materially from any
results expressed or implied by our forward-looking
statements.





Risks
and uncertainties include, but are not limited to:


●
 our
lack of substantial operating history;


●
 the
impact of competition; and


●
 the
enforceability of legal rights.





Important factors that could cause the actual
results to differ from materially from our expectations are
disclosed in more detail set forth under the heading “Risk
Factors” in the Management Discussion and Analysis for
the fiscal 2017 year, a copy of which has been filed on EDGAR and
SEDAR. Our forward-looking statements
are expressly qualified in their entirety by this cautionary
statement.





Business
Plan and Strategy





The Company is a
Canadian-domiciled company focused on the identification and
evaluation of other assets or businesses for purchase in the media,
technology and consumer industries. The Company’s registered
office is 333 Bay Street, Suite 1700, Toronto, ON, M5H
2R2.





On September 17,
2012, the Company entered into an unsecured loan agreement with
Billidan Family Trust, a related party to the Company's former
largest shareholder, in the aggregate principal amount of $25,000.
The loan had a term of 12 months
ending September 17, 2013,
accrued interest at 12% per annum until maturity, and could be
prepaid at any time upon payment of a penalty of $2,000.
This note and all accrued interest was repaid in connection with
the change of control of the Company and additional debt financing
of the Company on March 22, 2013.





On December 19,
2012, the Company entered into an unsecured loan agreement with
Difference Capital Financial Inc. (“Difference”), at
the time an arms’ length party, in the aggregate principal
amount of $50,000. The loan had a term of twelve months maturing
December 19, 2013, accrued interest at 12% per annum until
maturity, and could be prepaid at any time without notice or
penalty. On May 28, 2014, the Company extended the term of its loan
agreements with Difference to provide that such loans now mature on
a demand basis. On March 10, 2015, the loans payable owing to
Difference were fully settled in a transaction by entities related
to the Company.





On March 22, 2013,
Difference, at the time the Company’s largest shareholder,
entered into an unsecured loan agreement in the aggregate principal
amount of $150,000. The loan had a term of twelve months maturing
March 22, 2014, accrued interest at 12% per annum until maturity,
and would be prepaid at any time without notice or penalty. On
May 28, 2014, the Company extended the term of its loan agreements
with Difference to provide that such loans now mature on a demand
basis. On March 10, 2015, the loans payable owing to Difference
were fully settled in a transaction by entities related to the
Company.





8





Following the
change of control of the Company, the Company announced the
appointment of Michael Wekerle and Henry Kneis who joined the board
of directors following the resignation of Janice Barone and Diana
van Vliet and at later date, Jason Meretsky. Jason Meretsky, the
Company’s Chief Executive Officer resigned and was replaced
by Michael Wekerle. Steve Wilson, the Company’s Chief
Financial Officer resigned and was replaced by Henry
Kneis.





On March 22, 2013,
Difference Capital entered into five separate stock purchase
agreements with arms-length third parties whereby it acquired
20,648,150 common shares in the capital of the Company,
representing approximately 87.8% of the issued and outstanding
voting securities of the Company on a fully-diluted
basis.





On May 28, 2014,
the Company extended the term of its loans with Difference Capital
to provide that such loans now mature on a demand
basis.





On March 10, 2015,
the existing board consisting of Michael Wekerle, Henry Kneis and
Thomas Astle resigned as members of the board of directors and were
replaced with Graham Simmonds, Ashish Kapoor and Henry J. Kloepper.
Michael Wekerle resigned as Chief Executive Officer and was
replaced by Graham Simmonds. Henry Kneis, the Corporation's Chief
Financial Officer resigned and was replaced by Ashish Kapoor who
was also appointed Secretary.





On March 10, 2015,
the loans payable of $200,000 and accrued interest of $49,825 and
other related party advances in the amount of $124,822 owing to
Difference, were fully settled with the issuance of $374,647 in
related party notes payable (the “Notes Payable”) to
new entities related to the Company at the time of the transaction.
The Notes Payable are unsecured, accrue interest at 12% per annum
and are due on demand.





On September 22,
2017, Graham Simmonds resigned as Chief Executive Officer and was
replaced by Thomas M. Turner, Jr.





The Board currently
consists of three directors, Henry J. Kloepper, Graham Simmonds and
Ashish Kapoor.





Currently, the
Company is focused on preserving its cash by minimizing operating
expenses while management evaluates investment opportunities in the
media, technology and consumer industries.





Results
of Operations





For the Years
Ending June 30,
2017
2016
2015$
$
$Revenue
-
-
-Expenses
(88,405)
(73,712)
(106,368)Net loss for
year
(88,405)
(73,712)
(106,368)Net loss per
share
(0.004)
(0.003)
(0.005)





9





Overview





The following were
the key events during the year ended June 30, 2017:





The Company is
focused on preserving its cash by minimizing operating expenses
while management evaluates investment opportunities in the media,
technology and consumer industries. Operating expenses incurred
during the year ended June 30, 2017 were primarily from
professional fees, shareholder information costs in connection with
the Company’s public filings and financing costs related to
the Notes Payable.





During the year
ended June 30, 2017, the Company accrued interest of $55,580 (2016
- $49,322; 2015 - $30,424) on loans due to related
parties.





During the year
ended June 30, 2017, the Company expensed $nil (2016 - $5,500; 2015
- $11,500) in fees payable to a related entity for accounting and
consulting services.





During the year
ended June 30, 2017, the Company received $2,420 (2016 - $20,302;
2015 - $15,000) in advances from related parties, for working
capital purposes.





The following were
the key events during the year ended June 30, 2016 and
2015:





The Company was
focused on preserving its cash by minimizing operating expenses
while management evaluated investment opportunities in the media,
technology and consumer industries. Operating expenses incurred
during the year ended June 30, 2016 and 2015 were primarily from
professional fees, shareholder information costs in connection with
the Company’s public filings and financing costs related to
the Notes Payable.





Revenue





The Company had no
revenue during the years ended June 30, 2017, 2016 and
2015.





Expenses





The overall
analysis of the expenses is as follows:





For the Years
Ending June 30,
2017
2016
2015$
$
$Legal and
professional fees
8,250
2,500
89,191Shareholders
information service
19,107
16,011
44,734Write down of HST
receivable
5,239
-
-Office and
general
229
5,879
12,764Financing
costs
55,580
49,322
30,424(Gain) on
settlement of related party advances
-
-
(70,745)88,405
73,712
106,368





Legal and Professional Fees





Legal and
professional fees during the year ended June 30, 2017 was $8,250
compared to $2,500 and $89,191 for the years ended June 30, 2016
and 2015, respectively. Professional fees consisted primarily of
legal and audit fees and accruals for assistance in the review of
the Company’s public filings, annual general meeting
preparation and other corporate matters. The decrease in fees is
due to an over accrual of professional fees in 2015.








10





Shareholder Information





Shareholder
information costs during the year ended June 30, 2017 was $19,107
compared to $16,011 for the year ended June 30, 2016 and $44,734
for the year ended June 30, 2016. Shareholder information costs for
the years ended June 30, 2017, 2016 and 2015 comprised of annual
general meeting fees, transfer agent fees and related filing fees.
The decrease in fees is due to the Company no longer outsourcing
its filings for the years ended June 30, 2017 and
2016.





Write Down





During the year
ended June 30, 2017, the Company wrote down $5,239 in HST
receivables due to a provision resulting from the uncertainty of
collectability of the HST credits.





Office and General





Office and general
costs during the year ended June 30, 2017 was $229 compared to
$5,879 and $12,764 for the years ended June 30, 2016 and 2015,
respectively. In 2016, office and general costs were the result of
outsourced accounting and administrative services being performed
by a related party, as well as foreign exchange losses. In 2015
these costs include consulting fees, bank charges, insurance and
other various small office expenses not categorized elsewhere in
the financial statements.





Financing Costs





During the year
ended June 30, 2017, the Company accrued interest of $55,580 on
loans due to related parties as compared to $49,322 and $30,424 for
the years ended June 30, 2016 and 2015, respectively.





Settlement
of Related Party Advances





During the year
ended June 30, 2015, Difference forgave $70,745 of related party
advances received by the Company. The remainder of the related
party payable due to Difference was settled with the issuance of
the Notes Payable.





Liquidity
and Capital Resources





Working
Capital





At June 30, 2017,
the Company had a net working capital deficit of $626,476 as
compared to a working capital deficit of $538,071 at June 30, 2016.
HST receivable at June 30, 2017 was $nil compared to $3,639 at June
30, 2016. Prepaid expense at June 30, 2017 was $6,756 compared to
$4,136 at June 30, 2016.





At June 30, 2017,
the Company had accounts payable and accrued liabilities of $88,415
(2016 - $59,029), due to related parties of $170,170 (2016 -
$112,170) and related party notes payable of $374,647 (2016 -
$374,647).





With the continued
financial support from the Company’s related parties, the
Company believes it will able to meet its cash requirements in the
upcoming fiscal year.





Key
Contractual Obligations





Other than the
Notes Payable, there are no key contractual obligations as at June
30, 2017.





11





Off
Balance Sheet Arrangements





As at June 30,
2017, the Company did not have any off balance sheet arrangements,
including any relationships with unconsolidated entities or
financial partnerships to enhance perceived liquidity.





Transactions
with Related Parties





Transactions with
related parties are incurred in the normal course of business and
are measured at the exchange amount which is the amount of
consideration established by and agreed to by the related parties.
Related party transactions for the years ended June 30, 2017, 2016
and 2015 and balances as at those dates, not disclosed elsewhere in
these consolidated financial statements are:





a)
 During the year
ended June 30, 2015, the Company received $106,409 in advances from
Difference, its former shareholder, for working capital purposes
(2016 - $nil; 2017 - $nil);





b)
 During the year
ended June 30, 2015, Difference forgave $70,745 of the above
advances and the remaining $124,822 due to Difference from advances
was settled with Notes Payable (2016 - $nil; 2017 -
$nil);





c)
 During the year
ended June 30, 2015, the Company issued Notes Payable of $374,647,
which settled the Short-Term Loans Payable and other related party
advances (2016 - $nil; 2017 - $nil);





d)
 During the year
ended June 30, 2017, the Company accrued interest of $55,580 (2016
- $49,322; 2015 - $30,424) on loans due to related
parties;





e)
 During the year
ended June 30, 2017, the Company expensed $nil (2016 - $5,500; 2015
- $11,500) in fees payable to a related entity for accounting and
consulting services; and





f)
 During the year
ended June 30, 2017, the Company received $2,420 (2016 - $20,302;
2015 - $15,000) in advances from related parties, for working
capital purposes.





Financial
and Derivative Instruments





The Company’s
excess cash, if any, is held at a Canadian chartered bank and bears
interest at various rates on monthly balances.





Credit risk is
minimized as all cash amounts are held with a large bank, which
have acceptable credit ratings determined by a recognized rating
agency.





The carrying value
of cash, accounts payable and accrued liabilities, and amounts due
to related parties approximate their fair values due to the
short-term maturities of these instruments.





The Company never
entered into and did not have at the end of the years ended June
30, 2017, 2016 and 2015, any foreign currency hedge
contracts.





Critical
Accounting Estimates





The Company’s
audited consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
(“IFRS”) issued by the International Accounting
Standards Board (“IASB”). The significant accounting
policies used by the Company are the same as those disclosed in
note 2 to the consolidated financial statements for the year ended
June 30, 2017. Certain accounting policies require that management
make appropriate decisions with respect to estimates and
assumptions that affect the assets, liabilities, revenue and
expenses reported by the Company. The Company’s management
continually reviews its estimates based on new information, which
may result in changes to current estimated amounts.





12





Evaluation
of Disclosure Control and Procedures





The
term "disclosure controls and procedures" is defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or
the Exchange Act. This term refers to the controls and procedures
of a company that are designed to ensure that information required
to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by the Securities
and Exchange Commission. Our management, including our Chief
Executive Officer and Chief Financial Officer, together with the
members of our Audit Committee have evaluated the effectiveness of
our disclosure controls and procedures as of the end of the period
covered by this report. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that
our disclosure controls and procedures were effective as of the end
of the period covered by this report.





There
were no changes to our internal control over financial reporting
since June 30, 2017 that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.








Outlook





Current
Outlook





The Company
currently has no cash. Its significant debts are with related
parties. The Company is relying on its related parties for
continued financial support if necessary. Management is taking an
active approach to examining business opportunities in the media,
technology and consumer industries that could enhance shareholder
returns.





Public
Securities Filings





Additional
information, including the Company’s annual information form
in the Form 20-F annual report is filed with the Canadian
Securities Administrators at www.sedar.com
and with the United States Securities and Exchange Commission and
can be viewed at www.edgar.gov.








13