AI assistant
Backstageplay Inc. — Management Reports 2025
May 30, 2025
45595_rns_2025-05-29_65525880-fbf6-43f4-90e1-357f8e4156fc.pdf
Management Reports
Open in viewerOpens in your device viewer
BACKSTAGEPLAY INC.
Management's Discussion and Analysis
For the Quarter Ended March 31, 2025
Introduction
The following management's discussion and analysis for Backstageplay Inc. "Backstageplay", or the "Company") provides information that management believes is relevant to an assessment and understanding of the Company's consolidated results of operations and financial condition. Management has prepared this document in conjunction with its broader responsibilities for the accuracy and reliability of the consolidated financial statements. This discussion and analysis should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 2024 and 2023, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. Additional information relating to the Company is also accessible at www.sedarplus.ca. Unless otherwise indicated, all references to "$" herein refer to Canadian dollars.
The date of this MD&A is May 29, 2025.
Forward Looking Statements
This discussion and analysis of financial condition and results of operations may contain forward looking statements that involve substantial risks and uncertainties including, but not limited to, the identification of new business opportunities for the Company, the ability of the Company to access sufficient funding to take advantage of any identified new business opportunities and the ability of the Party to close the Proposal, as defined under Comments on Management's Plans and Going Concern below. The material factors that could impact on the actual results would include, but not be limited to, the outcome of the Restructuring as discussed below under Comments on Management's Plans and Going Concern below. No assumptions were applied to these forward looking statements. Any statement in this discussion and analysis that is not a statement of a historical fact constitutes a forward looking statement and when we use the words "may", "expect", "anticipate", "plan", "believe", "seek", "estimate" and similar words, we intend to identify statements and expressions that may be forward looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause the Company's future results to differ materially from those expressed in any forward looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward looking statements. We do not intend to update publicly any forward looking statements whether in response to new information, future events or otherwise except as required by applicable law. Important factors that may cause our actual results to differ from such forward looking statements include, but are not limited to, the Risks and Uncertainties discussed below.
1
Management's Discussion and Analysis
General Overview
Backstageplay Inc. is a development company which seeks to operate in the Internet entertainment and marketing industries.
On December 5, 2024, the Company closed a non-brokered private placement financing, issuing 2,625,000 common shares at a price of $0.08 per share for gross proceeds of $210,000. The proceeds have been allocated toward general working capital purposes, including new business development initiatives and enhancements to the Company's software platform. These efforts are intended to strengthen the Company's position for potential strategic collaborations within the sports and entertainment sectors.
Critical Accounting Policies and Estimates
The consolidated financial statements of the Company are prepared in accordance with IFRS-IASB. IFRS-IASB requires that management make certain estimates, judgments and assumptions. These estimates, judgments and assumptions are subject to periodic evaluation. Management believes that the estimates, judgments and assumptions upon which management relies are reasonable based upon information available to management at the time these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. To the extent that there are material differences between these estimates, judgments or assumptions and actual results, the Company's consolidated financial statements will be affected. As the Company presently has no business operations, there are no specific significant accounting policies that management believes are critical to aid in fully understanding and evaluating the reported financial results.
In many cases, the accounting treatment of a particular transaction is prescribed by IFRS-IASB and, accordingly, management does not apply judgment in the application of IFRS-IASB. There are also areas in which management's judgment in selecting amongst available alternatives would not produce a materially different result. The Company's senior management has reviewed these critical accounting policies and related disclosures with the Board of Directors of the Company.
Changes in Significant Accounting Policies
Except as described below, the accounting policies used by the Company are the same as those applied in the Company's annual audited financial statements as at and for the years ended December 31, 2024 and 2023.
Changes in Significant Accounting Policies
Except as described below, the accounting policies used by the Company are the same as those applied in the Company's annual audited financial statements as at and for the years ended December 31, 2024 and 2023.
Recent Accounting Pronouncements
None
Summary of Quarterly Results
The following table sets out selected unaudited financial information of the Company on a consolidated basis for the last eight quarters in whole Canadian dollars except for per share amounts. Certain figures have been reclassified in comparative periods to conform with the current period's presentation. For more information readers should refer to the Company's quarterly financial statements ended March 31, 2025.
| Quarter | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | Q3 2023 | Q2 2023 |
|---|---|---|---|---|---|---|---|---|
| Expenses | ||||||||
| General and administrative | 11,415 | 47,255 | 11,327 | 15,454 | 19,157 | 18,108 | 10,086 | 12,930 |
| Site development, maintenance and support | 27,641 | 3,593 | 5,812 | 4,399 | 3,884 | 6,554 | 7,518 | 4,379 |
| Sales and marketing | 31,500 | - | - | - | - | - | - | - |
| Stock-based compensation | - | - | - | - | - | - | - | - |
| Interest, recoveries and exchange | - | - | 17 | - | - | 62 | (10) | 182 |
| 70,556 | 50,848 | 17,156 | 19,853 | 23,041 | 24,724 | 17,594 | 17,491 | |
| Income (loss) | (70,556) | (50,848) | (17,156) | (19,853) | (23,041) | (24,724) | (17,594) | (17,491) |
| Net income (loss) per share | ||||||||
| Basic | (0.003) | (0.002) | (0.001) | (0.001) | (0.001) | (0.001) | (0.001) | (0.001) |
| Diluted | (0.003) | (0.002) | (0.001) | (0.001) | (0.001) | (0.001) | (0.001) | (0.001) |
Results of Operations for the first quarter ended March 31, 2025 and 2024
There were no revenues for the three-month period ended March 31, 2025 or 2024.
Total expenses increased to $70,556 for the three-month period ended March 31, 2025 compared to $23,040 during the three-month period ended March 31, 2024. The increase was as a result of a new project that Company has initiated, which includes platform modernization and the development of product marketing systems which will support a new social gaming system which is under construction. Business development costs also increased from nil in the comparative quarter ending March 31, 2024, to $30,000 for the quarter ending March 31, 2025, all related to accrued compensation for services rendered in project management, product development and product scoping and sales and marketing efforts to re-sell product to enterprise customers.
Results of Operations for the year ended December 31, 2024 compared with the year ended December 31, 2023
There were no revenues for the year ended December 31, 2024 or 2023.
Total operating expenses increased to $110,881 for the year ended December 31, 2024 compared to $79,254 for the year ended December 31, 2023. The increase was primarily a result of increased legal fees. Site maintenance and support costs declined moderately from $22,352 to $16,341 in 2024 related to decreases in gaming site infrastructure costs. Legal expenses increased from $3,515 in 2023 to $27,547 in 2024 as a result of the AGM and updated filing documents related to the Company stock option plan. Accounting, audit and other general administrative costs remained relatively consistent year over year.
Selected Annual Information
| As at December 31, 2024 or for the year then ended | As at December 31, 2023 or for the year then ended | As at December 31, 2022 or for the year then ended | |
|---|---|---|---|
| Revenues | $ - | ||
| General and Administrative Expenses | $ 93,210 | $ 57,139 | $ 115,033 |
| Research and Development Expenses | $ 17,688 | $ 22,352 | $ 277,805 |
| Net Loss and Comprehensive Loss | 110,898 | 79,491 | 392,838 |
| Net loss per share- basic | 0.005312655 | $ 0.004 | $ 0.019 |
| Net loss per share - diluted | $ 0.005 | $ 0.004 | $ 0.019 |
| Current assets | 192,941 | 30,140 | 83,531 |
| Total assets | 192,941 | 30,140 | 83,532 |
| Total liabilities | 418,544 | 348,845 | 322,746 |
| Share Capital | 5,375,032 | 5,171,032 | 5,171,032 |
| Warrants | 240,064 | ||
| Contributed Surplus | 3,686,113 | 3,686,113 | 3,446,049 |
| Accumulated Deficit | (9,286,748) | (9,175,850) | (9,096,359) |
| Shareholders' equity (deficiency) | (225,603) | (318,705) | (239,214) |
Liquidity and Capital Resources
At March 31, 2025, the Company had cash of $173,774 compared to $189,734 at December 31, 2024. Net working capital deficiency at March 31, 2025 was $269,160 compared to a working capital deficiency of $225,604 at December 31, 2024.
At March 31, 2025, the Company had total liabilities of $474,586 compared to $418,544 at December 31, 2024. Included in these liabilities are $160,595 of related party payables and accrued liabilities.
Net cash used in operating activities was $15,960 for the three-month period ended March 31, 2025 compared to cash flows from operating activities of $250 for the comparative period ended March 31, 2024.
The consolidated financial statements have been prepared under the assumption that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the course of business rather than through a process of forced liquidation. Continued operations of the Company are dependent on the Company's ability to receive continued financial support from its shareholders, to develop or acquire a sustainable operating business and to obtain additional equity. The consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue operations.
Financial Instruments and Risk and Capital Management
Cash balances
At March 31, 2025, the Company's cash is on deposit with one Canadian Chartered financial institution which is a high-credit quality financial institution.
Liquidity risk
The liquidity risk to the Company is that it may not have sufficient funds to meet financial obligations as they fall due. There is uncertainty as to whether the Company will be able to realize its assets and discharge its liabilities through the conduct of a business. These uncertainties are more fully described in Note 1.
The Company's objectives when managing capital (defined as shareholders' equity), are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations and deploy capital to pursue new business interests.
The Company's financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may issue shares or issue debt (secured, unsecured, convertible and/or other types of available debt instruments).
The Company is not subject to any externally imposed capital requirements.
Other Required Management's Discussion and Analysis Disclosures
Outstanding Share Data and Other Information
At March 31, 2025 and May 29, 2025, the Company had 23,312,833 commons shares outstanding.
At March 31, 2024 and May 29, 2024, the Company had 1,325,000 options outstanding, 700,000 of which have exercise prices of $0.10 per share and 625,000 which have exercise prices of $0.20 per share.
Off-Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements.
Related Party Transactions and Management Compensation
Transactions with key management personnel, including compensatory arrangements, require disclosure. Key management personnel are considered to be the Chief Executive Officer, the Chief Financial Officer and the independent members of the board of directors.
During the quarter ending March 31, 2025, the Company incurred fees for bookkeeping and Chief Financial Officer services amounting to $5,000 (2024 - $5,000) from a Company controlled by the CFO.
6
Disclosure Control Risks
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings is recorded, processed, summarized and reported within the time periods specified in the Canadian Securities Administrators' rules and forms. Our Chief Executive Officer and Chief Financial Officer have designed our disclosure controls and procedures, or caused them to be designed under their supervision, as of March 31, 2025 to provide reasonable assurance that material information relating to the Company was made known to them and reported as required.
Internal control over financial reporting
Our Chief Executive Officer and Chief Financial Officer are responsible for the design of internal controls over financial reporting, or for causing them to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of external financial statements in accordance with IFRS. Regardless of how well an internal control system is designed and operated, it can provide only reasonable, not absolute, assurance that it will prevent or detect all misstatements resulting from error or fraud due to the inherent limitations of any internal control system. The Chief Financial Officer and Chief Executive Officer have evaluated the design of the Company's internal controls and procedures over financial reporting as of the end of the period covered by this filing and believe that the design to be sufficient to provide such reasonable assurance. There were no changes that occurred during the year ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
Risks and Uncertainties
The Company's ability to continue operations and fund future business activities is dependent on management's ability to secure additional financing.
Management is actively pursuing such additional sources of financing. However, there is no assurance that they will be able to do so successfully. As such, there is significant doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not give effect to the required adjustments to the carrying amounts and classifications of assets and liabilities should the Company be unable to continue as a going concern.