ZoomAway Technologies : Annual Financial Statement

ZOOMAWAY TECHNOLOGIES INC.

(FORMERLY ZOOMAWAY TRAVEL INC.)

Consolidated Financial Statements

(Expressed in US Dollars)

For the years ended December 31, 2021 and 2020

Independent Auditor's Report

To the Shareholders of ZoomAway Technologies Inc.:

Opinion

We have audited the consolidated financial statements of ZoomAway Technologies Inc. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2021, and the consolidated statements of loss and comprehensive loss, changes in shareholders' deficiency and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2021, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended December 31, 2021 and, as of that date, the Company had a working capital deficiency and an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Matter

The consolidated financial statements of the Company for the year ended December 31, 2020 were audited by another auditor who expressed an unmodified opinion on those statements on April 30, 2021.

Other Information

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

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

Management is responsible for the preparation and fair presentation of the 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•  Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

•  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

•  Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

•  Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

•  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is John Muffolini.

Toronto, Ontario April 22, 2022

Chartered Professional Accountants

Licensed Public Accountants

ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.) CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in US Dollars)

As at

December 31, 2021

December 31, 2020

ASSETS

Current

Cash

Cash held in trust

Receivables

Prepaids

Due from related party (Note 9)

Property and equipment (Note 4) Long term deposits

• $ 715,414 - - 46,029 5,240 766,683

  - -

• $ 766,683

$

2,186

2,145,265

3,910 - -

2,151,361

467

3,755

• $ 2,155,583

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Current

Accounts payable and accrued liabilities

Payroll and other taxes payable

Customer deposits

Loans payable - current portion (Note 5)

Due to related parties (Note 9)

Long-term loans payable (Note 5)Shareholders' deficiency

Capital stock (Note 7)

Subscription receivable

Reserves

Accumulated other comprehensive loss

$

265,372 $ 482,284

76,603 121,235

470,900 437,794

4,425,117 39,336

1,239,466 149,051

5,277,328 2,429,830

- 3,004,232

5,277,328

24,892,677

5,434,062

25,778,397

(20,636) 623,387 (204,248)

(20,636) 623,387 (216,619)Deficit (29,801,825) (29,443,008)

(4,510,645) (3,278,479)

• $ 766,683

$ 2,155,583

Nature of continuance and operations (Note 1)

Subsequent event (Note 14)

Approved and authorized by the Board on April 22, 2022: /s/"Sean Schaeffer"

Sean Schaeffer, CEO and Director

/s/"Steven D. Rosenthal"Steven D Rosenthal, CFO and Director

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

ZOOMAWAY TECHNOLOGIES INC. (FORMERLY ZOOMAWAY TRAVEL INC.)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in US Dollars)

For the Years Ended

December 31, 2021

December 31, 2020

NET REVENUE

$

81,877

$

(3,236)

EXPENSES

Payroll, management fees and related (Note 9) Depreciation (Note 4)

147,512 164,500

466 2,620

General, sales & administrative Corporate administrative Consulting fees Professional services Investor relations

173,993 133,176

93,819 12,730

87,110 291,139

113,479 153,073

81,822 190,907

Merchant card processing costs Stock-based compensation (Notes 7 and 9)

5,784 3,680

- 213,018

703,985 (622,108)

1,164,843 (1,168,079)

Write-back of accounts payable and loans payable Intangible asset purchase

13,394 -

24,844

(270)

Interest expense (net) Finance and administrative fees Write-off of HST receivable Accretion expense (Note 5)

(286,499) (53,860)

- (321,586)

(3,972)

-

(1,027,399)

(177,884)

Loss from operations

(1,926,584)

(1,696,835)

Other comprehensive loss - foreign currency fluctuation Loss and comprehensive loss for the year

12,371

(75,461)

• $ (1,914,213)

• $ (1,772,296)

Loss per common share - basic and diluted

$

(0.12)

$

(0.21)

Weighted average number of common shares outstanding - basic and dilute d

15,912,858

8,107,340

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