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Mijem Newcomm Tech Inc — Management Reports 2025
Nov 29, 2025
47582_rns_2025-11-28_2e91fb0a-b8dd-4df0-acb5-a52e043b98fa.pdf
Management Reports
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MIJEM NEWCOMM TECH INC.
Management Discussion and Analysis of the Financial Condition and Results of Operations
Years ended July 31, 2025 and 2024
The following management discussion and analysis ("MD&A") of Mijem Newcomm Tech Inc. ("Mijem" or "the Company") provides a review of corporate developments, results of operations and financial position for the years ended July 31, 2025 and 2024. This discussion is prepared as of November 28, 2025 and should be read in conjunction with the annual audited consolidated financial statements for the years ended July 31, 2025 and 2024 and related notes. The results reported in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS") and are presented in Canadian dollars, which is the Company's functional currency. Additional information regarding Mijem is available on the Company's SEDAR profile at www.sedar.com.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
FORWARD-LOOKING STATEMENTS
This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements
Selected forward-looking statements, assumptions, and risk factors are as follows:
| Forward-looking statements | Assumptions | Risk factors |
|---|---|---|
| The Company is working towards completing a Business Transaction. | The Company expects to identify an asset or business to acquire and close a Business Transaction, on terms favourable to the Company. | The Company's inability to find a target, the inability to satisfy all of the conditions precedent (due diligence, shareholder and regulatory approval, financing) to complete a Business Transaction, resulting in the Company remaining as a reporting issuer only. |
| The Company's ability to meet its working capital needs at the current level for the year ending July 31, 2026. | The operating activities of the Company for the year ending July 31, 2025, and the costs associated therewith, will be consistent with the Company's current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions are favourable to the Company. | Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; regulatory compliance and changes in regulatory compliance and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic conditions. |
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Company Overview
Mijem Newcomm Tech Inc. was incorporated on December 27, 2017 under the Canada Business Corporations Act with its head office located at 372 Bay Street, Suite 1800, Toronto, Ontario, Canada, M5H 2W9. The Company, a reporting issuer in the provinces of Ontario, British Columbia, Alberta and Manitoba, is subject to the rules and regulations of the relative provincial securities commissions and its shares trade on the Canadian Securities Exchange (CSE) under the symbol MJEM.
Mijem was a social network and technology company that provided innovative solutions to create a vibrant social marketplace platform for Generation Z communities, such as students to connect with their peers, and to efficiently buy, sell, and trade goods and services on and off campus. Since July 2023, the Company has been experiencing severe cash flow problems and has opted to withdraw from its current line of business and is looking for other opportunities that may arise.
The Company had a patent for its method for online data collection and processing which would add efficiencies for engaging and advertising to consumers. The patent has not been renewed.
The Company has no assets other than cash and accounts receivable. It has a history of losses and has not paid any dividends since inception, and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future. The Company has only limited funds with which to identify and evaluate a potential Business Transaction and there can be no assurance that the Company will be able to identify a suitable Business Transaction. Even if a proposed Business Transaction is identified, there can be no assurance that the Company will be able to successfully complete a transaction.
Going Concern
The accompanying financial statements have been prepared using International Financial Reporting Standards applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. It would, in this situation, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements. Such adjustments could be material.
The Company has no source of operating cash flow and had a deficit of $7,629,499 (July 31, 2024 – $7,626,453). Net losses for the year ended July 31, 2025 were $3,046 (2024 - $105,759). The Company had cash balance at July 31, 2025 of $41,943 (July 31, 2024 - $2,374) and a working capital deficiency of $119,713 (July 31, 2023 – $288,094). The Company's financial statements have been prepared on a going concern basis, which presumes realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company's ability to continue as a going concern, namely its ability to generate sufficient cash resources to meet its obligations for at least twelve months from the end of the reporting period, is dependent upon its ability to arrange future financing, which is largely dependent upon prevailing capital market conditions, continued support of its shareholder base and completion of a Business Transaction. These 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 in business. Such adjustments could be material.
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Corporate
As part of this strategic re-focus, the Company's CEO, Laurie Freudenberg, and CFO, Gord Tomkin, resigned effective March 17, 2023. Ms. Freudenberg continued to serve as a Director of Mijem and Stephen Coates, a current Director, assumed the role of CEO on an interim basis. Grove Corporate Services Ltd. ("Grove"), a company controlled by Mr. Coates, has been retained to provide corporate management services, including the appointment of Hatem Kawar as interim CFO.
On July 9, 2025 - the Company announced the appointment of Mr. Brian Gusko to the Board of Directors of the Company. Mr. Gusko is considered to be Independent in his role as a Director.
Financing
During the year ended July 31, 2025, the Company issued two additional promissory notes facilities in the order of $1,700 and $7,050. Both notes bear interest at 10%, compounded annually, and are due on demand by the lenders.
On June 18, 2025, the Company closed a previously announced non-brokered private placement of common shares. The Company has issued 34,285,440 Common Shares at a price of $0.005 per share for total aggregate proceeds of $171,427.
The securities issued upon closing of the Offering will be subject to a hold period of four months plus a day from the date of closing, pursuant to applicable securities laws. Proceeds will be used to clear up accounts payable, complete its 2024 Audit, and bring its continuous disclosure obligations up to date.
The Private Placement was conducted on a prospectus exempt basis and each distribution made in respect of the Private Placement was to subscribers who qualify for the accredited investor prospectus exemption in accordance with section 73.3 of the Securities Act (Ontario) (the Act) and section 2.3 of National Instrument 45-106 Prospectus Exemptions.
Investing
The Company did not perform any investment activities during the year ended July 31, 2025.
Options
The Company has a stock option plan which is administered by the Board of Directors of the Company with stock options granted to directors, management, employees, and consultants as a form of compensation. The number of common shares reserved for issuance of stock options is limited to a maximum of 10% of the issued and outstanding shares of the Company at any one time.
On August 2, 2023, the Company granted 2,475,000 incentive stock options ("Options") pursuant to its stock option plan. Each Option entitles the holder to purchase one common share of the Company at an exercise price of $0.05 for a period of five years from the date of grant. The Options include 1,375,000 Options issued to the directors of the Company, 250,000 to an investor relations firm and 850,000 Options to consultants of the Company.
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Cease Trade Order
On December 4, 2024, the Company's audited annual financial statements and the related management's discussion and analysis for the financial year ended July 31, 2024 were not filed by November 28, 2024, being the date that such filings were due under applicable Canadian securities law requirements. The Ontario Securities Commission ("OSC") issued a cease trade order. The cease trade order affects trading in all securities of the Company and would remain in effect until it is revoked following filing of the Annual Financial Documents.
On May 12, 2025, the Company announced that the OSC issued an order dated May 12. 2025 partially revoking the failure-to-file cease trade order issued against the Company on December 4, 2024 (the "FFCTO") for failing to file certain outstanding continuous disclosure documents within the timeframes prescribed by applicable securities laws. The Partial Revocation Order permitted the Company to complete a private placement of up to $250,000 at $0.005 per common share. The FFCTO continued to apply in all other respects.
The non-brokered Private Placement would be conducted on a prospectus exempt basis and each distribution made in respect of the Private Placement would be to subscribers who qualify for the accredited investor prospectus exemption in accordance with section 73.3 of the Securities Act (Ontario) and section 2.3 of National Instrument 45-106 Prospectus Exemptions. The Private Placement was intended to take place with subscribers located primarily in the province of British Columbia.
The terms of the Private Placement were negotiated on an arm's length basis. No insider of the Company would be participating in the Proposed Financing. The terms of the Proposed Financing provided that no Investor shall, pursuant thereto, became the beneficial owner of more than 9.99% of the Common Shares of the Company. Accordingly, the Proposed Financing was not expected to materially affect control of the Company.
On June 18, 2025, the Company announced that it had closed a non-brokered private placement of common shares. The Company issued 34,285,440 Common Shares at a price of $0.005 per share for total aggregate proceeds of $171,427. The securities issued upon closing of the offering would be subject to a period of four months plus a day from the date of closing, pursuant to applicable securities laws. Proceeds would be used to clear up accounts payable, complete its 2024 Audit, and bring its continuous disclosure obligations up to date.
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Quarterly Performance
The following table highlights certain key quarterly financial highlights. Commentary on the selected highlights is included under "Results of Operations" and "Liquidity and Capital Resources":
| Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | |
|---|---|---|---|---|---|---|---|---|
| Results of operations | $ | $ | $ | $ | $ | $ | $ | $ |
| Balance Sheet | ||||||||
| Cash | 41,943 | 292 | 332 | 400 | 2,374 | 5,478 | 5,654 | 1,904 |
| Working capital(deficiency) | (119,713) | (340,675) | (331,025) | (307,793) | (300,409) | (280,906) | (268,467) | (244,828) |
| Liabilities | 172,321 | 347,304 | 340,396 | 315,569 | 321,493 | 302,639 | 288,649 | 265,108 |
| Shareholder's equity(deficiency) | (119,713) | (340,675) | (331,025) | (307,793) | (300,409) | (280,906) | (268,467) | (244,828) |
| Income statement | ||||||||
| Operating expenses | 48,888 | 9,652 | 23,232 | 20,240 | 19,503 | 12,439 | 42,069 | 62,493 |
| Net loss (income) | 49,535 | (9,650) | (23,232) | (19,699) | (19,503) | (12,439) | (23,639) | (62,493) |
| Basic and diluted loss per share | (0.000) | (0.000) | (0.001) | (0.001) | (0.000) | (0.001) | (0.001) | (0.002) |
Results of Operations
Years ended July 31, 2025 and 2024
The Company has not generated any operating revenue throughout the year ended July 31, 2025. During year ended July 31, 2025, the Company recorded a net loss of $3,046 compared to a net loss of $105,759 in the comparative period in 2024.
The Company is operating under strict conditions to preserve cash until a transaction is completed, and the Company has a new and profitable business. During the year ended July 31, 2025, the Company did not pay any salaries. There was however a recovery of $4,652 which was the reversal of expense accruals from prior periods of one of the contractors. In March 2023, all employees of the Company were terminated.
Share based compensation for the year ended July 31, 2025, was $nil compared to $11,781 during the prior year. Professional fees for the year ended July 31, 2025, were $43,138 compared to the comparative period of $11,003.
Advertising and Promotion
Mijem's advertising and promotion expenses were $622 for the year ended July 31, 2025. For the same period in 2024 the expense was $907. Advertising and promotion also include those costs associated with investor relations and public relations expenses incurred as a result of being a public company. This reduction is a result of a pause on user-acquisition and a reduction in the use of external public relations and investor relations resources.
Share Based Compensation
Share based compensation expense was $nil for the year ended July 31, 2025. For the same period in the year 2024, the expense was $11,781.
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Corporate Management
Corporate management fees and expenses for the year ended July 31, 2025, were $22,681 (2024 $22,240). Fees consist of payments to Grove Corporate Services who provide monthly services of CEO/CFO and other corporate support. In the prior year, management fees included the full-time and part-time contracts of the COO/CFO, and part-time contracts of the VP Capital Strategy and other additional short-term resources, along with any recruitment placement fees.
Salaries and contractors
The Company did not have any employees during the year ended July 31, 2025, as all employees were terminated in March 2023. For the year ended July 31, 2024, salaries and contracting fees were (2024 - $4,652). The negative period balance is the result of the reversal of expense accruals from prior periods of one of the contractors.
Professional Fees
Professional fees for the year ended July 31, 2025, were $23,138 compared to (2024 - $11,003). The negative number in the prior period is due to writing off all audit fee accruals as per IFRS requirements for services not rendered.
Regulatory fees
Regulatory fees for the year ended July 31, 2025 were $50,415 compared to (2024-$18,164). The current year fee is high due to penalty for delay in filing the current year quarterly unaudited Sedar report, and the 2024 year-end audited financials with the regulatory board.
Other Operating Costs
Other operating costs consist primarily of interest expense, Insurance, and office expenses. Other operating costs for the year ended July 31, 2025, totalled a gain of $93,188 compared to a loss of $81,010 in 2024.
Liquidity and Capital Resources
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The reported financial position of the Company presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. As at July 31, 2025, the Company incurred accumulated losses of $7,629,499 since the Company commenced operations in 2014. Additionally, the Company had a negative working capital of $119,713 and a cash balance of $41,943, compared to the year ended July 31, 2024 of negative working capital of $288,094 and a cash balance of $2,374.
The Company's ability to continue operations remains dependent upon its ability to raise additional funds. If the Company does not generate sufficient funds from current and new investors, the Company will have to consider strategic alternatives, which may include, among other things, modification of planned operating expenditures or the sale of the Company.
The Company has common shares and stock options outstanding at each reporting date as follows:
| September 20, 2025 | July 31, 2024 | July 31, 2023 | |
|---|---|---|---|
| Common shares | 62,073,076 | 27,787,636 | 27,787,636 |
| Warrants | nil | 283,360 | 845,080 |
| Stock options | 2,475,000 | 2,475,000 | nil |
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Related Party Transactions
On September 6th, 2023, a promissory note facility of $50,000 was issued to Grove Capital Group Ltd. ("Grove"), a company controlled by the interim CEO. The note bears interest at 6%, compounded annually, and is due on demand by the lender. Grove further provided more funds to the Company. As of July 31, 2025, the balance was $81,029.
On December 28th, 2023, a promissory note facility of $15,000 was issued to Alex Pekurar, a Director of the Company. The note bears interest at 6%, compounded annually, and is due on demand by the lender.
As of July 31st, 2025, $81,029 of these note were payable to Grove Corporate Services and $15,000 to Alex Pekurar. Interest incurred on related party balances for the year ending July 31, 2025 is $5,505. (2024- $3,348!)
As of July 31, 2025, the Company owed Grove Corporate Services the amount of $27,120 (2024 - $40,333) towards management fees and other reimbursables. The amount is included in accounts payable.
Key management personnel are those who have authority and responsibility for planning, directing, and controlling the activities of the Company.
The table below includes consulting fees and share-based compensation that was paid or awarded to a Director or Officer of the Company or to a company related to any of them for services provided
| Year ended July 31, | Tweleve Months | |
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Management fees and expenses | 36,000 | 30,615 |
| Share-based compensation | - | 8,330 |
| Interest | 5,505 | 3,348 |
| 41,505 | 42,293 |
Recently Adopted and Recently Issued Accounting Pronouncements
The Company has reviewed the accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and determined that these are either not applicable or are not expected to have a significant impact on the Company's financial statements.
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Capital Risk Management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and ensure sufficient liquidity in order to complete a Business Transaction so that it can provide adequate returns for shareholders. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital as total shareholders' equity.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have an effect on the results of operations or financial condition of the Company.
Risks and Uncertainties
Proposed Business
The Company has minimal active business operations, and it may be looking to identify and evaluate assets or businesses for the purpose of completing a Business Transaction. Where a Business Transaction is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. There is no assurance that the Company will be able to complete a Business Transaction or that it will be able to secure the necessary financing to complete a Business Transaction.
No Market
The Company was incorporated in 2017, and although it commenced commercial operations, it has no assets other than cash and accounts receivable. The Company has a history of losses and has not paid any dividends and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future. The Company has only limited funds with which to identify and evaluate potential Business Transactions and there can be no assurance that the Company will be able to identify a suitable Business Transaction. Even if a proposed Business Transaction is identified, there can be no assurance that the Company will be able to successfully complete a transaction.
Directors' and Officers' Involvement in Other Projects
The directors and officers of the Company will only devote a small portion of their time to the business and affairs of the Company and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.
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MIJEM NEWCOMM TECH INC.
MANAGEMENT DISCUSSION AND ANALYSIS
Years ended July 31, 2025 and 2024
Reliance on Management
The Company is relying solely on the past business success of its directors and officers to identify and complete a Business Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Company. In such event, the Company will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.
Requirement for Additional Financing
The Company has only limited funds with which to identify and evaluate potential Business Transactions and there can be no assurance that the Company will be able to identify and complete a suitable Business Transaction. Further, even if a proposed Business Transaction is identified, there can be no assurance that the Company will be able to complete a transaction. The Business Transaction may be financed in whole, or in part, by the issuance of additional securities by the Company and this may result in further dilution to investors, which dilution may be significant and which may also result in a change of control of the Company.
Foreign Business Transaction
If management of the Company resides outside of Canada or the Company identifies a foreign business as a proposed Business Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts.
Potential Dilution
The issue of common shares of the Company upon the exercise of the options will dilute the ownership interest of the Company's current shareholders. The Company may also issue additional options and warrants or additional common shares from time to time in the future. If it does so, the ownership interest of the Company's then current shareholders could also be diluted.
Volatile Financial Markets
The volatility occurring in the financial markets is a significant risk for the Company. As a result of the market volatility, investors are moving away from assets they perceive as risky to those they perceive as less so. Issuers like the Company are considered risk assets and as mentioned above are highly speculative. The volatility in the markets and investor sentiment may make it difficult for the Company to access the capital markets in order to raise the capital it will need to fund its current level of expenditures and identify, evaluate and close a Business Transaction.