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Mobio Technologies Inc. — Interim / Quarterly Report 2025
Jan 29, 2026
44924_rns_2026-01-28_8ec1089b-20a3-47d5-8988-c928d980fca3.pdf
Interim / Quarterly Report
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mobio
Mobio Technologies Inc.
Consolidated Financial Statements
(EXPRESSED IN CANADIAN DOLLARS)
For the nine month period ended September 30, 2025 and year ended December 31, 2024
Index
- Independent Auditor's Report
- Consolidated Statements of Financial Position
- Consolidated Statements of Loss and Comprehensive Loss
- Consolidated Statements of Changes in Shareholders' Equity (Deficiency)
- Consolidated Statements of Cash Flows
- Notes to the Consolidated Financial Statements
dmcl LLP
dmcl.ca
Independent Auditor's Report
To the Shareholders of Mobio Technologies Inc.
Opinion
We have audited the consolidated financial statements of Mobio Technologies Inc. (the "Company"), which comprise the consolidated statements of financial position as at September 30, 2025 and December 31, 2024, and the consolidated statements of loss and comprehensive loss, changes in shareholder's equity (deficiency) and cash flows for the nine months ended September 30, 2025 and the year ended December 31, 2024 and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2025 and December 31, 2024, and its financial performance and its cash flows for the nine months ended September 30, 2025 and the year ended December 31, 2024 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit 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 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 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 to the financial statements, which describes events or conditions that indicate 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.
Key Audit Matters
Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.
Other Information
Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.
Our opinion on the 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 financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the 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, 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 Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, 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.
In preparing the 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Otto Ehinger.

DMCL LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC
January 28, 2026
MOBIO TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
| Notes | September 30, 2025 | December 31, 2024 | |
|---|---|---|---|
| ASSETS | |||
| Current Assets | |||
| Cash | $ 2,284,390 | $ 746,783 | |
| Restricted cash | 76,835 | 77,501 | |
| Accounts and other receivables | 5 | 1,204,452 | 598,451 |
| Deposits and prepaid expenses | 117,301 | 5,226 | |
| Total current assets | 3,682,978 | 1,427,961 | |
| Non-Current Assets | |||
| Fixed assets | 6 | 275,059 | 366,347 |
| Right-of-use asset | 8 | 180,900 | 44,475 |
| Intangible assets | 7 | 22,996 | 37,470 |
| TOTAL ASSETS | $ 4,161,933 | $ 1,876,253 | |
| LIABILITIES | |||
| Current Liabilities | |||
| Trade and other payables | 10 | $ 2,162,217 | $ 1,555,020 |
| Deferred income | 11,000 | 11,000 | |
| Customer deposits | 47,437 | 21,697 | |
| Current portion of related party loans | 11 | 148,343 | 142,339 |
| Current portion of financing liability | 12 | 95,525 | 94,914 |
| Current portion of lease liability | 8 | 41,191 | 18,020 |
| Income taxes payable | 54,290 | 104,437 | |
| Total current liabilities | 2,560,003 | 1,947,427 | |
| Non-Current Liabilities | |||
| Deferred income | 21,082 | 29,333 | |
| Related party loans | 11 | 2,437,461 | 2,241,320 |
| Financing liability | 12 | 136,299 | 215,310 |
| Lease liability | 8 | 145,984 | 30,250 |
| TOTAL LIABILITIES | 5,300,829 | 4,463,640 | |
| EQUITY (DEFICIENCY) | |||
| Share capital | 13 | 13,586,931 | 1,797,268 |
| Merger reserve | (1,000) | (1,000) | |
| Contributed surplus | 486,281 | 385,280 | |
| Accumulated other comprehensive loss | 69,819 | (36,987) | |
| Deficit | (15,331,772) | (4,739,453) | |
| Deficit attributable to the shareholders of the Company | (1,189,741) | (2,594,892) | |
| Non-controlling interest | 15 | 50,845 | 7,505 |
| TOTAL DEFICIENCY | (1,138,896) | (2,587,387) | |
| TOTAL LIABILITIES AND EQUITY (DEFICIENCY) | $ 4,161,933 | $ 1,876,253 | |
| Nature of operations and going concern | 1 | ||
| Subsequent events | 20 | ||
| Approved on behalf of the board | |||
| “Laurie Baggio” | “Lance Tracey” | ||
| Laurie Baggio, Director | Lance Tracey, Director |
See accompanying notes to the consolidated financial statements.
MOBIO TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
| Notes | Nine month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|---|
| REVENUE | |||
| Long distance moving | $ 5,265,697 | $ 5,113,093 | |
| Royalty fees | 13 | 3,345,334 | 4,111,273 |
| Moving revenue | 1,741,464 | 1,914,374 | |
| Third party commission | 67,996 | 47,644 | |
| Miscellaneous | 16,653 | 19,731 | |
| Total revenue | 10,437,144 | 11,206,115 | |
| COST OF REVENUE | |||
| Cost of long distance moving | 3,893,560 | 3,989,089 | |
| Movers' wages | 610,150 | 671,645 | |
| Gas expense | 104,775 | 101,566 | |
| Merchant fees | 166,106 | 167,729 | |
| Boxes and supplies | 58,804 | 55,451 | |
| Total cost of revenue | 4,833,395 | 4,985,480 | |
| GROSS PROFIT | 5,603,749 | 6,220,635 | |
| EXPENSES | |||
| Wages | 2,112,084 | 2,590,575 | |
| Marketing and promotion | 1,031,212 | 1,248,104 | |
| Office and general | 1,035,033 | 1,064,627 | |
| Conference | 128,294 | 95,577 | |
| Truck & auto | 277,447 | 168,092 | |
| Professional fees | 358,654 | 277,962 | |
| Management and consulting | 14 | 239,911 | 285,532 |
| Telephone | 191,454 | 201,691 | |
| Travel, meals and entertainment | 164,132 | 166,226 | |
| Depreciation | 6, 7, 8 | 113,606 | 170,319 |
| Share based payment expense | 13 | 23,531 | 59,196 |
| Bad debt expense | 5 | 49,071 | 134,900 |
| Transaction Costs | 3,788 | - | |
| Franchise development | 1,586 | 30,041 | |
| Total expenses | 5,729,803 | 6,492,842 | |
| OTHER ITEMS | |||
| Other income (expense) | 13,488 | (87,993) | |
| Interest expense | 8, 11, 12, 14 | (233,364) | (316,873) |
| Gain on foreign exchange | 370 | 39,844 | |
| Cost of listing | 4 | (10,200,863) | - |
| Share of loss from associate | 9 | - | (1,339) |
| Total other items | (10,420,369) | (366,361) | |
| Net loss for the period/ year before tax | (10,546,423) | (638,568) | |
| Income tax expense | 19 | 1,578 | 75,312 |
| Net loss for the period/ year | $ (10,548,001) | $ (713,880) | |
| Net (loss) income attributable to: | |||
| Shareholders of the parent company | $ (10,592,319) | $ (749,868) | |
| Non-controlling interest | 15 | 44,318 | 35,988 |
| Net loss for the period/ year | $ (10,548,001) | $ (713,880) | |
| Other comprehensive loss: | |||
| Foreign currency translation loss attributed to equity shareholders of the parent company | $ 106,806 | $ (48,528) | |
| Foreign currency translation loss attributed to non-controlling interest | 15 | (978) | (3,488) |
| Comprehensive loss for the period/ year | $ (10,442,173) | $ (765,896) | |
| Loss per share | |||
| Basic | $ (0.13) | $ (0.08) | |
| Diluted | $ (0.13) | $ (0.08) | |
| Weighted average number of common shares outstanding | |||
| Basic | 81,181,521 | 47,500,000 | |
| Diluted | 81,181,521 | 50,000,000 |
See accompanying notes to the consolidated financial statements.
MOBIO TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)
(Expressed in Canadian dollars)
| Share capital | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Number of shares | Amount | Merger reserve | Contributed surplus | Accumulated other comprehensive loss | Non-controlling interest | Deficit | Total | |
| Balance at December 31, 2023 | 47,500,000 | $ 1,797,268 | $(1,000) | $ 245,812 | $ 11,541 | $(24,995) | $(3,989,585) | $(1,960,959) | |
| MCSB Moving Services LLC unit subscription | 13 | - | - | - | 65,238 | - | - | - | 65,238 |
| YMM Phoenix LLC unit subscription | 13 | - | - | - | (6,042) | - | - | - | (6,042) |
| Equity portion of debt | - | - | - | 4,678 | - | - | - | 4,678 | |
| Stock options granted to franchisees | 13 | - | - | - | 58,015 | - | - | - | 58,015 |
| Foreign currency translation | - | - | - | 17,579 | (48,528) | (3,488) | - | (34,437) | |
| Income (loss) for the year | - | - | - | - | - | 35,988 | (749,868) | (713,880) | |
| Balance at December 31, 2024 | 47,500,000 | $ 1,797,268 | $(1,000) | $ 385,280 | $(36,987) | $ 7,505 | $(4,739,453) | $(2,587,387) | |
| MCSB Moving Services LLC unit subscription | 13 | - | - | - | 23,237 | - | - | - | 23,237 |
| YMM Phoenix LLC unit subscription | 13 | - | - | - | 294 | - | - | - | 294 |
| Stock options granted to franchisees | 13 | 2,500,000 | 5,000 | - | 85,272 | - | - | - | 90,272 |
| Effect of reverse acquisition - share exchange with TMI | 4 | 42,583,260 | 8,530,166 | - | - | - | - | - | 8,530,166 |
| Effect of reverse acquisition - private placement | 4 | 9,000,000 | 1,800,000 | - | - | - | - | - | 1,800,000 |
| Effect of reverse acquisition - debt conversion | 4 | 7,272,486 | 1,454,497 | - | - | - | - | - | 1,454,497 |
| Foreign currency translation | - | - | - | (7,802) | 106,806 | (978) | - | 98,026 | |
| Income (loss) for the period | - | - | - | - | - | 44,318 | (10,592,319) | (10,548,001) | |
| Balance at September 30, 2025 | 108,855,746 | $ 13,586,931 | $(1,000) | $ 486,281 | $ 69,819 | $ 50,845 | $(15,331,772) | $(1,138,896) |
See accompanying notes to the consolidated financial statements.
MOBIO TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
| Nine month period ended September 30, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net loss for the period/year | $ (10,548,001) | $ (713,880) |
| Items not affecting cash | ||
| Interest expense | 233,364 | 316,321 |
| Depreciation & amortization | 113,606 | 170,319 |
| Cost of listing | 10,200,863 | - |
| Share of loss from associate | - | 1,339 |
| Share based payment expense | 23,531 | 59,196 |
| Share based payment to franchisees | 85,272 | 58,015 |
| Bad debt expense | 49,071 | 134,900 |
| (Gain) loss on foreign exchange | (45,893) | 3,146 |
| Net changes in non-cash working capital | ||
| Accounts and other receivables | (647,096) | 414,274 |
| Deposits and prepaid expenses | (106,253) | 76,080 |
| Trade and other payables | 397,763 | 73,416 |
| Customer deposits | 26,417 | 19,770 |
| Deferred income | (8,251) | (11,000) |
| Income taxes payable | (50,147) | 124,521 |
| Net cash (used in) provided by operating activities | (275,754) | 726,417 |
| INVESTING ACTIVITIES | ||
| Acquisition of fixed assets | - | (50,362) |
| Cash acquired on reverse takeover | 7,425 | - |
| Net cash provided by (used in) investing activities | 7,425 | (50,362) |
| FINANCING ACTIVITIES | ||
| Proceeds from financing liability | - | 50,362 |
| Repayment of financing liability | (83,596) | (94,384) |
| Proceeds from private placement | 1,800,000 | - |
| Proceeds from loans | 188,489 | 407,100 |
| Repayment of loans | (186,257) | (436,930) |
| Exercise of pioneer stock options | 5,000 | - |
| Repayment of lease liability | (24,194) | (23,400) |
| Net cash provided by (used in) financing activities | 1,699,442 | (97,252) |
| NET CHANGE IN CASH | 1,431,113 | 578,803 |
| FOREIGN EXCHANGE TRANSLATION | 105,828 | (22,983) |
| CASH & RESTRICTED CASH, BEGINNING OF THE PERIOD/ YEAR | 824,284 | 268,464 |
| RESTRICTED CASH | (76,835) | (77,501) |
| CASH, END OF THE PERIOD/ YEAR | $ 2,284,390 | $ 746,783 |
See accompanying notes to the consolidated financial statements.
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- NATURE OF OPERATIONS AND GOING CONCERN UNCERTAINTY
Mobio Technologies Inc. (“Mobio” or the “Company”) was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on November 19, 1998 and was continued into British Columbia under the Business Corporations Act (British Columbia). The Company’s registered and records office is located at 204 – 1080 Mainland Street, Vancouver, BC, V6B 2T4. Mobio is a public company whose shares are listed on the TSX Venture Exchange under the symbol “MBO”.
On April 24, 2025, the Company completed a reverse takeover transaction (the “RTO”), pursuant to a Share Exchange Agreement dated February 14, 2025 between the Mobio and Tracksuit Movers Inc. (“TMI”). Pursuant to the RTO, Mobio acquired all of the outstanding shares in TMI in exchange for common shares of Mobio. Upon completion of the RTO, the shareholders of TMI controlled Mobio and accordingly, the transaction was accounted for as a reverse acquisition of Mobio by TMI and TMI was identified as the accounting acquirer. The historical operations, assets and liabilities of TMI as at and for the year ended December 31, 2024 are shown as the comparative figures, as TMI is deemed to be the continuing entity for financial reporting purposes.
As part of the RTO, the following transactions occurred: (i) Mobio acquired 100% of the issued and outstanding shares of TMI by way of five-to-one share exchange: 10,000,000 of the issued and outstanding shares of TMI were exchanged for 50,000,000 newly issued shares of Mobio at a price of $0.20 per Mobio share; (ii) Mobio completed a non-arm’s length non-brokered Private Placement, raising gross proceeds of $1,800,000 through the issuance of 9,000,000 common shares at a price of $0.20 per share; (iii) the Company converted outstanding loans payable, totalling $1,454,497, into 7,272,486 common shares of Mobio, priced at $0.20 per share. Collectively, the RTO, the Private Placement and loan conversion are referred to as the “Transaction”.
The principal business of the Company is to acquire, optimize, and grow diversified portfolio of home service franchisors (“Mobio Brands”). Mobio provides strategic resources, management expertise, and other value added services that help franchisors grow and scale their business.
These consolidated financial statements have been prepared using the going concern assumption, which assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities in the normal course of business. During the nine month period ended September 30, 2025, the Company generated a net loss of $10,548,001.
The continuing operations of the Company are dependent upon its ability to develop profitable operations in the future and successfully access additional capital, if necessary. The Company has a history of generating operating losses. As of September 30, 2025, the Company’s accumulated deficit is $15,331,772. These conditions indicate the existence of material uncertainties that cast significant doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the carrying values of assets and liabilities and the reported revenues and expenses that might be necessary should the Company be unable to continue as a going concern and such adjustments could be material.
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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
2. BASIS OF PRESENTATION
These consolidated financial statements were authorized for issue on January 28, 2026, by the Board of Directors of the Company.
Statement of Compliance
These consolidated financial statements have been prepared in compliance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board.
Principles of Consolidation
These consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Details of controlled subsidiaries are as follows:
| Country of incorporation | Percentage owned | ||
|---|---|---|---|
| September 30, 2025 | December 31, 2024 | ||
| Tracksuit Movers Inc. | CAN | 100% | N/A |
| Strutta.com Media Inc. ("Strutta") | CAN | 100% | N/A |
| You Move Me LLC | USA | 100% | 100% |
| MCSB Moving Services LLC | USA | 80% | 80% |
| YMM Phoenix LLC | USA | 94% | 94% |
| YMM Reno LLC | USA | 100% | 100% |
| YMM Interstate LLC | USA | 100% | 100% |
Strutta, is a wholly owned subsidiary of the Company, which runs social promotions platform that allows brands to run contests and sweepstakes across multiple social web channels. Tracksuit movers Inc. ("TMI") is a wholly owned subsidiary that sells franchise rights throughout Canada for the operation of businesses that provide residential and commercial moving services. You Move Me LLC ("YMM LLC") is a wholly owned subsidiary of TMI that sells franchise rights throughout the United States. MCSB Moving Services LLC ("MCSB") is a corporately owned franchise location that performs moving services in Cincinnati Ohio. YMM Phoenix LLC ("YMM Phoenix") is a corporately owned franchise location that performs moving services in Phoenix, Arizona. YMM Reno LLC ("YMM Reno") is a wholly owned franchise location that performs moving services in Reno, Nevada. History of changes in the percentage of ownership of MCSB and YMM Phoenix are discussed further in Note 13 and Note 15. YMM Interstate LLC ("YMM Interstate") is a wholly owned subsidiary of YMM LLC that administers long distance moves throughout the United States with franchise partners acting as agents.
Entities over which the Company has control are consolidated from the date that control commences until the date that control ceases. Entities over which the Company has significant influence (investments in associates) are accounted for under the equity method. Significant influence is assumed when the Company's interests are 20% or more, but less than 50%, unless qualitative factors overcome this assumption (Note 9).
Functional and Presentation Currency
The consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company, TMI, and Strutta. The functional currency of YMM LLC, YMM Interstate, MCSB, YMM Reno and YMM Phoenix is the US dollar.
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
2. BASIS OF PRESENTATION (CONT'D)
Basis of Measurement
These consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss, which are stated at their fair values. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting.
New Accounting Standards and Recent Pronouncements
The following amendment to the standards issued by the International Accounting Standards Board ("IASB") is applicable to the Company's financial statements:
Presentation and Disclosure in Financial Statements (IFRS 18):
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027. Retrospective application is required and early adoption is permitted. The Company is assessing the impacts to the consolidated financial statements.
Use of Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. This also includes judgement on whether certain assets should be presented as current which is predicated on management's best estimate at the time of when they'll be settled. Actual results could differ from those estimates.
Critical Accounting Judgements
i. Common control between entities: Judgement is required to assess whether common control exists based on all of the facts and circumstances surrounding the relationships between parties, both direct and indirect.
ii. Market rate of interest for related party loans: Management has applied judgement in assessing whether the interest rate on related party loans reflects market rate by reviewing publicly available interest rates for comparable companies and other 3rd party evidence.
iii. Assessing functional currency: Management has applied judgement in the assessment of an entity's functional currency in situations where primary and secondary indicators are mixed. Primary indicators such as the currency that mainly influence sales prices are given priority before considering secondary indicators.
iv. Provisions: Judgement is required to determine whether contingent liabilities are present, probable and require disclosure in each financial reporting period.
v. Carrying value of investment in associate: The Company has an investment in a start-up company, Karve IT Ltd, whose products and services are under development. The successful development and commercialization of these products and services is subject to a high
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MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
2. BASIS OF PRESENTATION (CONT'D)
degree of risk. Judgement is applied in the consideration of the fair value of the investment at each reporting period. The Company has assessed that it exerts significant influence over Karve IT Ltd. and accounts for it as an 'Investment in Associate' (Note 9). Significant influence is the power to participate in the financial and operating policy decisions of the investee but has no control or joint control over those policies. The assessment of the existence of significant influence was based on the Company's ownership interest in the investment in associate and the representation on the Board of Directors.
vi. Classification of expenses between cost of revenue and expense: The Company has applied judgement in the classification of its expenses between cost of revenue and expense based on how management views and evaluates the operating performance of the business.
vii. Operating segments: Operating segments require the amount of each operating segment item to be disclosed using the measures reported to the chief operating decision maker. Management has determined that there are currently two operating segments and will reevaluate at each reporting period.
Critical Accounting Estimates
i. Collectability of accounts receivable: Management assesses the collectability of accounts receivable at each period and determines whether an allowance needs to be recorded.
ii. Deferred tax assets: The recognition of deferred tax assets is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognize deferred tax assets depends on many factors, including the Company's ability to generate such profits. The occurrence or non-occurrence of such events in the future may lead to significant changes in the measurement of deferred tax assets. During the nine month period ended September 30, 2025, management determined that the deferred tax asset should not be recognized.
iii. Depreciation rate for fixed assets: Management estimates the useful life of its fixed assets based upon its current condition and whether there are any indicators of impairment.
iv. Impairment of long-lived assets: Long-lived assets are reviewed for indicators of impairment at each statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount.
Judgments and estimates are required in determining the indicators of impairment and the estimates required to measure an impairment, if any.
v. Fair value of shares, options, and warrants: Fair values attributable to shares, options and warrants are determined using valuation techniques. The Company uses judgement to select the methods used and to make certain assumptions in performing fair value calculations. These valuation estimates could be significantly different because of the use of judgement and the inherent uncertainty in estimating the fair value of these equity components that are not quoted in an active market.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
- 9 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
Basis of Consolidation
The consolidated financial statements at September 30, 2025 include the assets, liabilities, revenues and expenses of the Company and its controlled subsidiaries. All inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.
Functional Currency and Presentation
The Company's functional currency and reporting currency is the Canadian dollar and transactions in foreign currencies are translated into Canadian dollars at rates of exchange at the time of such transactions. Monetary assets and liabilities denominated in foreign currencies are translated at reporting period rate of exchange. Non-monetary assets and liabilities denominated in foreign currencies are translated at historical exchange rates.
Revenue and expenses denominated in foreign currencies are translated at the average exchange rates prevailing during the periods. Foreign currency gains or losses resulting from the translation of transactions are recorded in net loss for the period.
The functional currency of YMM LLC, YMM Interstate, MSCB, YMM Reno and YMM Phoenix is the US dollar. The assets and liabilities of these entities included in these consolidated financial statements are translated from functional currency to the Company's presentation currency using the exchange rates at period end. Income, expenses, and cash flow items included in these consolidated financial statements are translated from functional currency to the Company's presentation currency using the exchange rate that approximates the exchange rates at the date of the transactions (i.e., the average rate for the year). The differences arising upon translation from the functional currency to the reporting currency are recorded as a foreign currency translation adjustment in other comprehensive income and remain in other comprehensive income until a subsidiary is partially or fully disposed of, or until the Company determines that it is abandoning all of the non-financial assets which are held by that subsidiary. If the operation is a non-wholly owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interest where applicable.
Revenue Recognition
In accordance with IFRS Accounting Standard 15 – Revenue from Contracts with Customers, the Company follows a 5-step process to determine whether to recognize revenue:
- Identifying the contract with a customer
- Identifying the performance obligations
- Determining the transaction price
- Allocating the transaction price to performance obligations
- Recognizing revenue when/as performance obligation(s) are satisfied
Royalty fees revenue is based on a fixed percentage of sales earned by the franchise locations.
Moving revenues are based on amounts invoiced to customers after a move has been completed. Any deposits paid by customers to book their moving services are deferred as a contract liability and recognized as revenue once the moving service has been completed.
- 10 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONT'D)
Long-distance moving services are provided with the use of franchise partners and third parties that contract with YMM Interstate. IFRS Accounting Standard 15 requires the Company to evaluate whether the Company promises to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. Based on the evaluation of the control model, management has determined that YMM Interstate is the principal to the transaction for most of these services and revenue is recognized on a gross basis based on the transfer of control to the customer. YMM Interstate also engages in certain referral transactions wherein they act as agents. Revenue from these transactions is recorded on a net basis.
Fixed assets
Fixed assets are stated at historical cost less accumulated depreciation and accumulated impairment losses. Repairs and maintenance are charged to the consolidated statement of loss and comprehensive loss during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statement of loss and comprehensive loss.
The depreciation methods and rates applicable to each category of fixed assets are as follows:
| Class of fixed assets | Depreciation rate |
|---|---|
| Moving trucks | Declining balance of 30% |
| Right of use assets | Straight line over lease term |
Intangible Assets
Intangible assets with a finite life currently consist of software. It is amortized on a straight-line basis over its estimated useful life of 3 to 5 years and is measured at cost less accumulated amortization and accumulated impairment losses. Amortization commences once the underlying asset is complete and put into use.
Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at the estimated future cash flows required to settle the present obligation, based on the most reliable evidence available at the reporting date. The estimated cash flows are discounted at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability, where the time value of money is material. The amortization of the discount is recognized as part of finance costs. Any reimbursement that the Company can be virtually certain to collect from a third party with respect to the obligation is recognized as a separate asset; however, this asset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
Financial Instruments
(i) Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets and liabilities at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of
- 11 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
3. MATERIAL ACCOUNTING POLICY INFORMATION (CONT'D)
acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
The following summarizes the Company’s classification of financial assets and liabilities:
| Financial Assets/Liabilities | IFRS 9 Classification |
|---|---|
| Cash & restricted cash | FVTPL |
| Accounts and other receivables | Amortized cost |
| Deposits and prepaid expenses | Amortized cost |
| Trade and other payables | Amortized cost |
| Customer deposits | Amortized cost |
| Related party loans | Amortized cost |
| Financing liability | Amortized cost |
(ii) Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and are subsequently carried at amortized cost less any impairment. This includes cash, restricted cash, accounts and other receivables, trade and other payables, related party loans and financing liability.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of loss and comprehensive loss in the period in which they arise.
Debt investments at FVTOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. The Company does not hold instruments in this category.
Equity investments at FVTOCI
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss. The Company does not hold instruments in this category.
(iii) Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses.
- 12 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- MATERIAL ACCOUNTING POLICY INFORMATION (CONT'D)
The Company shall recognize in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
(iv) Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss.
Comprehensive Loss
Comprehensive loss is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive loss refers to items recognized in comprehensive loss that are excluded from net loss. Comprehensive loss for the nine month period ended September 30, 2025 and the year ended December 31, 2024 includes the foreign exchange loss for the translation of YMM LLC, YMM Interstate, MSCB, YMM Reno and YMM Phoenix's financial statements, which are denominated in US dollars, to Canadian dollars being the reporting currency.
Loss per Share
Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of warrants and similar instruments. The method requires computation as if the proceeds from the exercisable warrants would be used to purchase common shares at the average market price during the period. When a loss is incurred during the reporting period, basic and diluted loss per share is the same as the exercise of share purchase warrants is considered to be anti-dilutive.
Impairment of Non-Financial Assets
The carrying amounts of the Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
Leases
IFRS Accounting Standard 16 sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both the lessee and the lessor. It follows a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease.
At inception of the lease term, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of the costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated over the earlier of the end of useful life of the right-
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- MATERIAL ACCOUNTING POLICY INFORMATION (CONT'D)
of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of the consumption of the future economic benefits. The Company also assesses the right-of-use asset for impairment when such indicators exist.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is measured at the amortized cost using the effective interest method.
For low value leases or leases with a term of less than twelve months, lease payments are recognized as an expense on a straight-line basis over the lease term.
Share-Based Payments
Stock options issued are accounted for in accordance with fair value accounting for share-based payments. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model. The associated expense is charged to profit or loss with a corresponding increase to share-based payment reserves over the vesting period of the option. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Compensation expense for stock options granted to non-employees is recorded as an expense in the period at the earlier of the completion of performance and the date the options are vested using the fair value method.
As the options are exercised, the consideration paid, along with the amount previously recognized in share-based payment reserves, is recorded as an increase to share capital. For stock options which have expired or been forfeited, the amount previously recognized in share-based payments reserve is reclassified to deficit.
Income Taxes
Income tax expense consists of current and deferred tax expenses. Income tax expense is recognized in net loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized directly in equity.
Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is calculated using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for temporary differences related to the initial recognition of assets or liabilities that affect neither accounting nor taxable profit or investments in subsidiaries and equity investments to the extent it is probable that they will not be reversed in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that asset.
- 14 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
4. REVERSE TAKEOVER AND RELATED TRANSACTIONS
On April 24, 2025, the Company completed the RTO pursuant to a Share Exchange Agreement dated February 14, 2025 between the Mobio and TMI.
TMI’s primary line of business is to sell franchise rights in Canada and the United States for the operation of businesses that provide residential and commercial moving services. In 2021, the Company began operating its own corporate owned franchise locations in Cincinnati, Ohio, and Phoenix, Arizona. In 2023, the Company began offering its long-distance moving service. In January of 2025, the Company began operating its own corporate owned franchise location in Reno, Nevada. As at September 30, 2025, the Company had 20 (December 31, 2024 – 19) operating franchises in Canada and the USA.
Pursuant to the RTO, Mobio acquired all of the outstanding shares in TMI in exchange for common shares of Mobio by way of five-to-one share exchange: 10,000,000 of the issued and outstanding shares of TMI were exchanged for 50,000,000 of newly issued shares of Mobio at a price of $0.20 per Mobio share. Concurrently with the RTO, Mobio: completed a non-arm’s length non-brokered Private Placement, raising gross proceeds of $1,800,000 through the issuance of 9,000,000 common shares at a price of $0.20 per share; and converted outstanding non-arm’s length loans payable, totalling $1,454,497, into 7,272,486 common shares of Mobio, priced at $0.20 per share.
In accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Transaction is considered a “related party transaction” and was therefore subject to “minority approval”. Under MI 61-101, minority approval requires that the votes of related parties be excluded from the determination of approval. As a result, the votes attached to Mobio shares held by related parties were excluded from the approval process for this Transaction. Disinterested shareholders of Mobio approved the Transaction on March 31, 2025 at an annual general and special meeting of Company shareholders.
For accounting purposes, it has been determined that Mobio was the accounting acquiree and TMI was the accounting acquirer, based upon the guidance in IFRS 10, Consolidated Financial Statements, and IFRS 3, Business Combinations, as the shareholders of the former TMI now control the Company. Since TMI is considered the accounting acquirer, these consolidated financial statements are prepared as a continuation of the financial statements of TMI.
The acquisition of Mobio by TMI was accounted for as a share based payment, as Mobio was not considered a business, with the assets acquired and liabilities assumed measured at their fair values at the acquisition date. The total fair value of consideration was first allocated to the acquired assets and liabilities, with the difference recorded as a listing expense of $10,200,863. The results of the operations, financial position and cash flows of Mobio have been included in the Company’s consolidated financial statements since the date of acquisition.
The acquisition-date fair value of the consideration transferred by the accounting acquirer, TMI, for its interest in the accounting acquiree, Mobio, of $8,530,166 was determined based on the equity value of TMI and the number of shares that TMI would have to issue to acquire 100% of the issued and outstanding shares of Mobio, and is recorded as an increase in common shares in the consolidated statement of financial position.
- 15 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
4. REVERSE TAKEOVER AND RELATED TRANSACTIONS (CONT'D)
The following table summarizes the calculation of the purchase price:
| Fair value of TMI's equity | $ 10,000,000 |
|---|---|
| Number of TMI shares prior to transaction at exchange ratio of 5:1 | 50,000,000 |
| Percentage equity interest of Mobio former shareholders in the combined entity | 45.99% |
| # of shares of TMI that would have been issued | 42,583,260 |
| New total # of shares issued to shareholders of Mobio | 42,583,260 |
| Value per share | $ 0.20 |
| Purchase Price: | CAD |
| # of shares of TMI that would have been issued | 42,583,260 |
| Estimated fair value per share | $ 0.20 |
| Fair Value of TMI shares | 8,516,652 |
| Fair value of Mobio's outstanding options | 13,514 |
| Fair value of purchase consideration | $ 8,530,166 |
As the valuation of Mobio's identifiable net assets at the reverse acquisition date was negative $1,670,697, the excess of consideration transferred over the net assets acquired of $10,200,863 is reflected as a "Cost of listing" expense in the consolidated statement of loss and comprehensive loss. The fair value of the assets was determined to be their carrying value given the nature of these assets.
The following table summarizes the purchase price allocation:
| Total Purchase Consideration | $ 8,530,166 |
|---|---|
| Identifiable assets acquired | |
| Cash | 7,425 |
| Accounts and other receivables | 7,521 |
| Deposits and prepaid expenses | 5,889 |
| Due from related party | 16,105 |
| Trade and other payables | (253,140) |
| Related party loans | (1,454,497) |
| Net assets acquired | (1,670,697) |
| Cost of listing | $ 10,200,863 |
5. ACCOUNTS AND OTHER RECEIVABLES
For the nine month period ended September 30, 2025, the Company recognized $49,071 (December 31, 2024 - $134,900) of bad debt expense, mainly related to moving service operations of YMM Interstate, MSCB and YMM Phoenix.
- 16 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- ACCOUNTS AND OTHER RECEIVABLES (CONT'D)
Included in accounts receivable and other receivables at September 30, 2025 is an amount of $348,516 (December 31, 2024 - $291,000) owing from companies controlled by directors of the Company. Amounts receivable from related parties are unsecured, non-interest bearing and have terms of repayment of net 30.
- FIXED ASSETS
| Moving Trucks | |
|---|---|
| Cost | |
| Balance December 31, 2023 | $ 781,551 |
| Additions | 50,362 |
| Effect of foreign exchange | 68,724 |
| Balance December 31, 2024 | 900,637 |
| Effect of foreign exchange | (28,058) |
| Balance September 30, 2025 | $ 872,579 |
| Accumulated depreciation | |
| Balance December 31, 2023 | $ 364,148 |
| Depreciation for the year | 131,489 |
| Effect of foreign exchange | 38,653 |
| Balance December 31, 2024 | 534,290 |
| Depreciation for the period | 80,131 |
| Effect of foreign exchange | (16,901) |
| Balance September 30, 2025 | $ 597,520 |
| Net book value | |
| Balance December 31, 2024 | $ 366,347 |
| Balance September 30, 2025 | $ 275,059 |
- INTANGIBLE ASSETS
| Software | |
|---|---|
| Balance December 31, 2023 | $ 57,897 |
| Amortization | (20,427) |
| Balance December 31, 2024 | 37,470 |
| Amortization | (14,474) |
| Balance September 30, 2025 | $ 22,996 |
- LEASE
On October 1, 2022, the Company entered into an office lease agreement for a term of three years and four months with the option to extend it for a further 16 months until May 31, 2027. In accordance with IFRS 16 Leases, the Company recorded a right-of-use asset and a lease liability with
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- LEASE (CONT'D)
a fair value of $298,270. The fair value was determined by discounting future lease payments at a discount rate of 15% per annum.
On June 26, 2025, the Company entered into an office lease agreement for a term of five years with the option to extend it for a further 3 years until July 31, 2033. In accordance with IFRS 16 Leases, the Company recorded a right-of-use asset and a lease liability with a fair value of $155,408. The fair value was determined by discounting future lease payments at a discount rate of 14% per annum.
The Company's right-of-use asset as at September 30, 2025:
| Balance December 31, 2023 | $ | 62,878 |
|---|---|---|
| Amortization | (18,403) | |
| Balance December 31, 2024 | 44,475 | |
| Addition of right-of-use asset | 155,408 | |
| Amortization | (19,001) | |
| Effect of foreign exchange | 18 | |
| Balance September 30, 2025 | $ | 180,900 |
The Company's lease liability as at September 30, 2025:
| Balance December 31, 2023 | $ | 63,940 |
|---|---|---|
| Payments made | (23,400) | |
| Interest accrued | 7,730 | |
| Balance December 31, 2024 | $ | 48,270 |
| Addition of lease liability | 155,408 | |
| Payments made | (24,194) | |
| Interest accrued | 7,680 | |
| Effect of foreign exchange | 11 | |
| Balance September 30, 2025 | $ | 187,175 |
| Current portion | $ | 41,191 |
| Long term portion | 145,984 | |
| $ | 187,175 |
The Company's minimum lease payments over the next 5 years are as follows:
| Within 1 year | 1 - 2 years | 2 - 3 years | 3 - 4 years | 4 - 5 years | Total | ||
|---|---|---|---|---|---|---|---|
| Lease payments | $ | 63,394 | $ 57,194 | $ 43,257 | $ 44,987 | $ 38,732 | $ 247,564 |
| Imputed interest | (22,203) | (16,369) | (12,029) | (7,549) | (2,239) | (60,389) | |
| Net present values | $ | 41,191 | $ 40,825 | $ 31,228 | $ 37,438 | $ 36,493 | $ 187,175 |
- INVESTMENT IN ASSOCIATE
On April 30, 2021, the Company subscribed to 200,000 common shares of Karve IT Ltd. ("Karve") at the price of $1 per common share, for an aggregate subscription price of $200,000.
As at September 30, 2025, the Company owned 200,000 shares of Karve, representing 39.22% of the Company and one Board seat (December 31, 2024 – 39.22%). Management have determined that the
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- INVESTMENT IN ASSOCIATE (CONT'D)
Company has significant influence over Karve and recorded this investment using the equity method. The Company made an adjustment for the equity pick-up required each month given its percentage of ownership for that particular month (Note 20).
During the nine month period ended September 30, 2025, the Company recognized a $Nil (December 31, 2024 – $1,339) share of loss from the investment in Karve on its consolidated statement of loss and comprehensive loss.
| Karve IT Ltd. | |
|---|---|
| Balance December 31, 2023 | $ 1,339 |
| Share of loss from associate | (1,339) |
| Balance December 31, 2024 and September 30, 2025 | - |
- TRADE AND OTHER PAYABLES
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts payable | $ 1,430,264 | $ 908,064 |
| Accrued liabilities | 336,458 | 216,151 |
| Due to related party | 395,495 | 430,805 |
| $ 2,162,217 | $ 1,555,020 |
Included in accounts payable and accrued liabilities at September 30, 2025 is an amount of $395,495 (December 31, 2024 - $430,805) owing to companies controlled by directors of the Company. Amounts payable to related parties are unsecured, non-interest bearing and have no specified terms of repayment.
- RELATED PARTY LOANS
On October 9, 2019, the Company signed a loan agreement with a company controlled by a director that would allow the Company to borrow up to $1,189,160. The Company borrowed $989,160 on October 9, 2019 and an additional $200,000 on November 7, 2019. The loan is unsecured and bears an annual interest rate at 10%. The Company agreed to repay the amount borrowed in 60 equal monthly installments on the first business day of each month commencing January 2021 and ending December 2025. The loan was recorded at face value of $1,189,160 less the value of the equity component of the loan of $63,140, determined by discounting the loan at an appropriate market rate of interest of 12%. The lender has waived the installment payments for the next 12 months. As of September 30, 2025, the Company has not made any repayment installments. On August 24, 2020, $200,922 of the loan plus any interest accrued thereon was assigned to another director of the Company. During the nine month period ended September 30, 2025, the Company recorded interest of $149,351 (December 31, 2024 – $183,262) on the loan (Note 14). The balance of the loan at September 30, 2025 is $1,855,615 (December 31, 2024 - $1,706,263).
On August 24, 2020, due to the loan assignment described above, the Company was indebted to a director in the amount of $200,922. The loan is unsecured and bears an annual interest rate at 10%. The Company agreed to repay the amount borrowed in 60 equal monthly installments on the first business day of each month commencing January 2021 and ending December 2025. The loan was recorded at face value of $200,922 less the value of the equity component of the loan of $8,997, determined by discounting the loan at an appropriate market rate of interest of 12%. The lender has
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
11. RELATED PARTY LOANS (CONT'D)
waived the installment payments for the next 12 months. As of September 30, 2025, the Company has not made any repayment installments. During the nine month period ending September 30, 2025, the Company recorded interest of $27,636 (December 31, 2024 - $33,922) on the loan (Note 14). The balance of the loan at September 30, 2025 is $343,471 (December 31, 2024 - $315,835).
On October 9, 2019, the Company received a loan in the amount of $128,797 from a company jointly controlled by a director. The loan is unsecured and bears an annual interest rate of 10%. The Company agreed to repay the amount borrowed in 60 equal monthly installments on the first business day of each month commencing January 2021 and ending December 2025. The loan was recorded at face value of $128,797 less the value of the equity component of the loan of $7,744, determined by discounting the loan at an appropriate market rate of interest of 12%. The lender has waived the installment payments for the next 12 months. As of September 30, 2025, the Company has not made any repayment installments. During the nine month period ending September 30, 2025, the Company recorded interest of $19,153 (December 31, 2024 - $23,546) on the loan (Note 14).
The balance of the loan at September 30, 2025 is $238,375 (December 31, 2024 - $219,222).
On March 24, 2022, the Company received a loan in the amount of US$75,000 from a company jointly controlled by a director. The loan is unsecured, bears interest at 10%, and is due on demand. The lender has waived the installment payments for the next 12 months. As of September 30, 2025, the Company has not made any repayment. During the nine month period ending September 30, 2025, the Company recorded interest of $10,358 (December 31, 2024 - $12,996) on the loan (Note 14). The balance of the loan at September 30, 2025 is $148,343 (December 31, 2024 - $142,339).
On February 29, 2024, the Company received a loan in the amount of US$300,000 (CAD$407,100) from a company jointly controlled by a director. The loan is unsecured and bears an annual interest rate of 12%. The Company agreed to repay principal and interest in two equal instalments on August 15, 2024 and September 30, 2024. Upon initial recognition the Company recognized an equity component of $4,678 against the balance of the loan. The equity value was determined by discounting the balance of the loan at an appropriate market rate of interest of 14%. During the nine month period ending September 30, 2025, the Company recorded interest and accretion of $Nil (December 31, 2024 - $33,366) on the loan (Note 14). The loan was repaid in full on October 4, 2024.
On February 27, 2025, the Company received a loan in the amount of US$130,696 (CAD$188,489) from a company jointly controlled by a director. The loan is due on demand, unsecured and bears an annual interest rate of 12%. During the nine month period ending September 30, 2025, the Company recorded interest of $4,288 (December 31, 2024 - $Nil) on the loan (Note 14). The balance of the loan was repaid in full on May 9, 2025 for cash amount of US$133,738 (CAD$186,257).
- 20 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
11. RELATED PARTY LOANS (CONT'D)
A summary of the related party loans is as follows:
| Balance December 31, 2023 | $ 2,118,999 |
|---|---|
| Additions | 407,100 |
| Repayment | (436,930) |
| Equity portion of debt | (4,678) |
| Interest | 287,092 |
| Effect of foreign exchange | 12,076 |
| Balance December 31, 2024 | 2,383,659 |
| Additions | 188,489 |
| Interest | 210,756 |
| Repayment | (186,257) |
| Effect of foreign exchange | (10,843) |
| Balance September 30, 2025 | $ 2,585,804 |
| Current portion | $ 148,343 |
| Non-current portion | 2,437,461 |
| $ 2,585,804 |
12. FINANCING LIABILITY
On August 23, 2022, MCSB entered into a financing arrangement for the purchase of a truck. The total value of the loan was $121,155 (US$93,397) to be repaid in 60 consecutive monthly installments at an annual interest rate of 7.25%. The loan will be fully repaid on August 25, 2027. YMM LLC and the Company are acting as guarantors on the loan. During the nine month period ended September 30, 2025, MCSB recorded interest of $3,642 (December 31, 2024 - $6,340). The balance of the loan at September 30, 2025 is $55,575 (December 31, 2024 - $77,534).
On September 8, 2022, YMM Phoenix entered into a financing arrangement for the purchase of a truck. The total value of the loan was $135,865 (US$103,587) to be repaid in 72 consecutive monthly installments at an annual interest rate of 7.70%. The loan will be fully repaid on September 13, 2028. YMM LLC and the Company are acting as guarantors on the loan. During the nine month period ended September 30, 2025, YMM Phoenix recorded interest of $5,244 (December 31, 2024 - $8,329). The balance of the loan at September 30, 2025 is $80,279 (December 31, 2024 - $100,866).
On November 3, 2022, MCSB entered into a financing arrangement for the purchase of a truck. The total value of the loan was $123,712 (US$89,979) to be repaid in 60 consecutive monthly installments at an annual interest rate of 7.30%. The loan will be fully repaid on November 3, 2027. YMM LLC and the Company are acting as guarantors on the loan. During the nine month period ended September 30, 2025, MCSB recorded interest of $3,870 (December 31, 2024 - $6,559). The balance of the loan at September 30, 2025 is $59,755 (December 31, 2024 - $81,177).
On November 15, 2024, YMM Reno entered into a financing arrangement for the purchase of a truck. The total value of the loan was $50,362 ($35,000 USD) to be repaid in 36 consecutive monthly installments at an annual interest rate of 7%. The loan will be fully repaid on November 15, 2027. The loan is unsecured. During the nine month period ended September 30, 2025, YMM Reno recorded interest of $2,174 (December 31, 2024 - $271). The balance of the loan at September 30, 2025 is $36,215 (December 31, 2024 - $50,647).
- 21 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- FINANCING LIABILITY (CONT'D)
A summary of the financing liability is as follows:
| Balance December 31, 2023 | $ 304,856 |
|---|---|
| Additions | 50,362 |
| Interest | 21,499 |
| Repayment | (94,384) |
| Effect of foreign exchange | 27,891 |
| Balance December 31, 2024 | 310,224 |
| Interest | 14,928 |
| Repayment | (83,596) |
| Effect of foreign exchange | (9,732) |
| Balance September 30, 2025 | $ 231,824 |
| Current portion | $ 95,525 |
| Non-current portion | 136,299 |
| $ 231,824 |
- SHARE CAPITAL
Authorized:
- Unlimited number of common shares without par value.
- Unlimited number of preferred shares without par value, non-voting and entitled to such dividends as may be set by the Board of Directors of the Company.
Issued
As at September 30, 2025, the Company had 108,855,746 common shares issued and outstanding (December 31, 2024 – 47,500,000)
The summary below describes share issuance activities in connection with RTO transaction (Note 4):
| Number | Value | |
|---|---|---|
| Common shares | ||
| TMI shares prior to the RTO | 50,000,000 | $ (16,609,140) |
| Mobio shares issued as a result of the RTO | 42,583,260 | 26,941,574 |
| Mobio shares issued in connection with private placement | 9,000,000 | 1,800,000 |
| Mobio shares issued in connection with debt conversion | 7,272,486 | 1,454,497 |
| Common shares issued and outstanding at September 30, 2025 | 108,855,746 | 13,586,931 |
| Options: | ||
| Mobio options issued in connection with stock options plan | 75,000 | - |
| Fully diluted shares at September 30, 2025 | 108,930,746 | $ 13,586,931 |
As at September 30, 2025, the Company had 88,907,253 common shares in escrow which will be released over a period of 3 years from April 24, 2025.
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
13. SHARE CAPITAL (CONT'D)
Stock Options
Under Mobio's stock option plan, options may be granted to directors, officers, employees and consultants of the Company. Options expire between two and five years after being issued or thirty days after an optionee ceases to be engaged in a bona fide manner with the Company. The Board of Directors has the discretion to extend the expiration period on cessation of engagement. The maximum number of common shares authorized for issuance by the Board of Directors under the plan is limited to 10% of the total issued and outstanding common shares of the Company and the aggregate number of common shares to be delivered upon exercise of the options to any one individual granted under the plan may not exceed 5% of the common shares issued and outstanding.
As at September 30, 2025 the following stock options were issued and exercisable:
| Number of Options | Weighted Average Exercise Price | ||
|---|---|---|---|
| Balance, September 30, 2025 | 75,000 | $ | 0.22 |
| Outstanding (£) | Exercisable (£) | Exercise Price ($) | Expiry Date |
| --- | --- | --- | --- |
| 75,000 | 75,000 | 0.22 | January 19, 2028 |
The weighted average life of the remaining options is 2.30 years.
Pioneer Stock Options of TMI prior to RTO
During the year ended December 31, 2020, TMI established a pioneer stock option plan (the "Plan"). The purpose of the Plan is to enhance the value of the franchise system and to align the interests of the franchisor and franchisees in the system by having the Company offer opportunities to early franchisees and other contributors to the system to participate in the Company's growth and success by acquiring and maintaining stock ownership in the Company. The aggregate number of shares that may be issued pursuant to the exercise of options awarded under the pioneer stock option plan is 500,000 Class A TMI shares.
On the grant date of August 6, 2021, the value of the options was measured at $143,286 using a Black Scholes Option Pricing Model with the following assumptions: volatility of 23.81%, expected life of 4.41 years, risk-free interest rate of 0.27% and expected dividends of Nil. The Company considers pioneer stock options granted to be consideration payable to its customers, in this case franchisees, in exchange for their continuous participation within franchise system. Value of the options granted is being recognized over period of time as it is related to the revenue generated by the Company and is recorded as a reduction in royalty fees generated.
On February 14, 2025, all of the 2,500,000 outstanding options were exercised and as a result 2,500,000 of the Class A Shares of TMI were issued at an exercise price of $0.002 per share.
During the nine month period ended September 30, 2025, the Company recognized $85,272 in reduction to its royalty fees (September 30, 2024 – $Nil) related to pioneer stock options.
- 23 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
13. SHARE CAPITAL (CONT'D)
Unit subscriptions in MCSB Moving Services LLC and YMM Phoenix LLC
On March 1, 2022 the Company received a $150,000 USD ($191,880 CAD) promissory note from a related party in exchange for 15,000 non-voting Class C units of MCSB. The promissory note is due on demand, has interest at the rate of 5% per year compounded annually, accruing only after demand.
On April 1, 2022 the Company received $10,000 USD ($12,513 CAD) in promissory notes from related parties in exchange for 5,000 non-voting Class B units and 15,000 non-voting Class C units of YMM Phoenix. The promissory notes are due on demand, have interest at the rate of 5% per year compounded annually, accruing only after demand.
On June 15, 2022 the Company received $50,000 USD ($64,740 CAD) in promissory notes from related parties in exchange for 5,000 non-voting Class B units of MCSB. The promissory notes are due on demand, have interest at the rate of 5% per year compounded annually, accruing only after demand.
On each anniversary of the promissory notes described above, the Company will forgive 20% of the original amount of the promissory note, such that the entire principal amount of the promissory notes will be forgiven on the fifth anniversary of them being received.
As the promissory notes have no recourse, the Company considers the issuance of these units to meet the criteria of a share-based payment and have recorded them in accordance with IFRS 2 – “share-based payments”. The units were valued as the number of units issued times the per unit price as determined by the most recent valuation. The expense is being recognized using a graded vesting schedule of 5 years which is the period over which the loans are forgiven. During the nine month period ended September 30, 2025, the Company recognized $23,531 in share-based payment expense (December 31, 2024 – $59,196) related to unit subscriptions in MCSB and YMM Phoenix.
14. RELATED PARTY TRANSACTIONS
Interest recorded on related party loans were as follows:
| Nine Months Period/ Year ended | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Interest on related party loans | $ 210,756 | $ 287,092 |
Key Management include the CEO, CFO and Directors
Codix Management Ltd (“Codix”) is a private company which performs financial reporting, consulting, and management services for the Company. Codix is jointly controlled by Mr. Laurie Baggio (CEO, director) and Mr. Lance Tracey (director). The Company pays Codix monthly fees as follows:
a) a monthly retainer of $24,000 for accounting, CFO, and related administrative services of the franchisor and Mobio Brands businesses recorded within management and consulting expenses; and
b) a monthly retainer of US$3,500 (CAD$4,933) for bookkeeping and administrative services related to USA franchisee operations recorded within management and consulting expenses; and
c) monthly office rent and storage fees of $1,950 recognized as a capital lease.
- 24 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- RELATED PARTY TRANSACTIONS (CONT'D)
Payments to companies controlled by key management and directors during the nine month period ended September 30, 2025 and year ended December 31, 2024 were as follows:
| Nine Month Period/ Year ended | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Fees to a company controlled by a significant shareholder and CEO | $ 239,911 | $ 285,532 |
| Lease payments made to a company controlled by a significant shareholder and CEO | 17,550 | 23,400 |
| Interest accrued to a company controlled by a significant shareholder and CEO | 4,274 | 8,002 |
| Total | $ 261,735 | $ 316,934 |
Payments made to companies controlled by key management and directors were included in management and consulting on the consolidated statements of loss and comprehensive loss.
- NON-CONTROLLING INTEREST
| Balance December 31, 2023 | $ | (24,995) |
|---|---|---|
| Share of net income of a subsidiary | 35,988 | |
| Effect of foreign exchange | (3,488) | |
| Balance December 31, 2024 | 7,505 | |
| Share of net income of a subsidiary | 44,318 | |
| Effect of foreign exchange | (978) | |
| Balance September 30, 2025 | $ | 50,845 |
MCSB Moving Services LLC
The Company has an 80% ownership percentage in MCSB. As a result, the Company recognized an amount for non-controlling interest on its consolidated financial statements.
The following is a summarized statement of financial position of MCSB at September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current: | ||
| Assets | $ 196,069 | $ 99,015 |
| Liabilities | (171,074) | (117,790) |
| Total current net assets (liabilities) | 24,995 | (18,775) |
| Non current: | ||
| Assets | 144,640 | 266,706 |
| Liabilities | (191,733) | (105,336) |
| Total non-current net assets (liabilities) | (47,093) | 161,370 |
| Total net assets (liabilities) | $ (22,098) | $ 142,595 |
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- NON-CONTROLLING INTEREST (CONT'D)
The following is a summarized statement of loss and comprehensive loss of MCSB for the nine month period ending September 30, 2025 and year ending December 31, 2024:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Revenue | $ 1,295,365 | $ 1,364,382 |
| Net loss and comprehensive loss | $ (184,037) | $ (252,536) |
YMM Phoenix LLC
The Company has a 94% ownership percentage in YMM Phoenix. As a result, the Company recognized an amount for non-controlling interest on its consolidated financial statements.
The following is a summarized statement of financial position of YMM Phoenix at September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current: | ||
| Assets | $ 26,865 | $ 55,851 |
| Liabilities | (73,292) | (71,948) |
| Total current net liabilities | (46,427) | (16,097) |
| Non current: | ||
| Assets | 76,083 | 101,333 |
| Liabilities | (1,168,880) | (1,003,899) |
| Total non-current net liabilities | (1,092,797) | (902,566) |
| Total net liabilities | $ (1,139,224) | $ (918,663) |
The following is a summarized statement of loss and comprehensive loss of YMM Phoenix for the nine month period ending September 30, 2025 and year ending December 31, 2024:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Revenue | $ 430,796 | $ 569,723 |
| Net loss and comprehensive loss | $ (250,382) | $ (231,632) |
- CAPITAL MANAGEMENT
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The Company defines capital as an aggregate of its financing liability and equity. The Company manages its capital structure to ensure it has sufficient capital to meet its obligations as they come due and makes adjustments in light of changes in economic conditions. In order to facilitate the management of capital, the Company prepares yearly budgets which are updated as
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
17. FINANCIAL INSTRUMENTS
necessary and are reviewed and approved by the Company’s management. The Company is not subject to any externally imposed capital requirements.
The Company’s financial instruments consist of cash, restricted cash, accounts and other receivables, customer deposits, trade and other payables, financing liability, and related party loans. The Company’s financial instruments measured at fair value consist of cash and restricted cash measured using level 1 inputs. Accounts and other receivables, trade and other payables, customer deposits, related party loans and financing liabilities are measured at amortized cost. Upon recognition, the fair values of the related party loans are estimated by discounting cash flows using interest rates of debt instruments with similar terms, maturities, and risk profile. With the rise in interest rates in 2025 and 2024, the fair value of related party loans would result in a $189,137 (December 31, 2024 - $203,083) lower value than the current carrying value at an interest rate of 14%.
Fair Value
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy based on the degree to which the inputs used to determine the fair value are observable.
The three levels of the fair value hierarchy are:
- Level 1 – quoted prices (unadjusted) 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 or indirectly; and
- Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Board of Directors approves and monitors the risk management processes. The Company has exposure to the following risks from its use of financial instruments:
- Interest rate risk
- Credit risk
- Liquidity risk
- Currency risk
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. All of the Company’s related party loans payable and financing liabilities have a fixed interest rate therefore the Company is not currently exposed to interest rate risk.
Credit Risk
Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet its contractual obligations. The Company holds its cash balances in reputable financial institutions in both Canada and USA and considers their credit risk to be low. The Company’s receivables consist of trade receivables and receivables from a related party. Based on the evaluation of receivables at September 30, 2025 and December 31, 2024, the Company believes that its receivables are collectable, and has determined credit risk to be low. For the nine month period ended September 30, 2025, the Company recognized $49,071 (December 31, 2024 - $134,900) in bad debt expense.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining sufficient cash to
- 27 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- FINANCIAL INSTRUMENTS (CONT'D)
enable settlement of transactions on the due date. Management monitors the Company's contractual obligations and other expenses to ensure adequate liquidity is maintained.
Currency Risk
Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to foreign currency exchange risk as it has cash, receivables, payables, and related party loans denominated in currencies other than the functional currency of the Company.
The Company's reporting currency is the Canadian dollar and as such the Company is exposed to foreign currency fluctuations on its US dollar denominated financial instruments. As at September 30, 2025, the Company had US dollar denominated cash of US$5,758 (December 31, 2024 – US$145), US dollar denominated trade payables of US$1,628 (December 31, 2024 – US$6,821), and loan payable of US$106,415 (December 31, 2024 – US$99,010). As at September 30, 2025, a 10% change in exchange rates between US dollars and Canadian dollars would impact the Company's net income by approximately $11,463 (December 31, 2024 – $15,207).
- SEGMENT INFORMATION
During the nine month period ended September 30, 2025 and year ended December 31, 2024, the Company had two types of segments: geographical (Canada and United States of America) and operational (franchisor and corporate locations). Revenue and assets by geography and operational type are presented below:
As at and for the nine month period ended September 30, 2025:
| Canada | USA | Total | |
|---|---|---|---|
| Revenue | $ 526,989 | $ 9,910,155 | $ 10,437,144 |
| Cost of revenue | - | 4,833,395 | 4,833,395 |
| Operating expenses | 1,007,814 | 4,721,989 | 5,729,803 |
| Interest expense | 210,773 | 22,591 | 233,364 |
| Depreciation | 28,277 | 85,329 | 113,606 |
| Net income (loss) | (10,984,008) | 436,007 | (10,548,001) |
| Current assets | 1,478,400 | 2,204,578 | 3,682,978 |
| Non-current assets | 203,896 | 275,059 | 478,955 |
| Current liabilities | 598,801 | 1,961,202 | 2,560,003 |
| Non-current liabilities | 2,473,525 | 267,301 | 2,740,826 |
| Non-controlling interest | - | 50,845 | 50,845 |
- 28 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- SEGMENT INFORMATION (CONT'D)
| Franchisor | Corporate locations | Total | |
|---|---|---|---|
| Revenue | $ 8,679,027 | $ 1,758,117 | $ 10,437,144 |
| Cost of revenue | 4,010,052 | 823,343 | 4,833,395 |
| Operating expenses | 4,298,605 | 1,431,198 | 5,729,803 |
| Interest expense | 215,028 | 18,336 | 233,364 |
| Depreciation | 28,277 | 85,329 | 113,606 |
| Net income (loss) | (10,031,837) | (516,164) | (10,548,001) |
| Current assets | 3,441,260 | 241,718 | 3,682,978 |
| Non-current assets | 203,896 | 275,059 | 478,955 |
| Current liabilities | 2,298,038 | 261,965 | 2,560,003 |
| Non-current liabilities | 2,473,525 | 267,301 | 2,740,826 |
| Non-controlling interest | - | 50,845 | 50,845 |
As at and for the year ended December 31, 2024:
| Canada | USA | Total | |
|---|---|---|---|
| Revenue | $ 709,198 | $ 10,496,917 | $ 11,206,115 |
| Cost of revenue | - | 4,985,480 | 4,985,480 |
| Operating expenses | 1,038,439 | 5,454,403 | 6,492,842 |
| Interest expense | 261,921 | 54,952 | 316,873 |
| Depreciation | 38,831 | 131,488 | 170,319 |
| Net income (loss) | (775,886) | 62,006 | (713,880) |
| Current assets | 212,821 | 1,215,140 | 1,427,961 |
| Non-current assets | 81,945 | 366,347 | 448,292 |
| Current liabilities | 449,660 | 1,497,767 | 1,947,427 |
| Non-current liabilities | 2,300,903 | 215,310 | 2,516,213 |
| Non-controlling interest | - | 7,505 | 7,505 |
| Franchisor | Corporate locations | Total | |
| --- | --- | --- | --- |
| Revenue | $ 9,272,010 | $ 1,934,105 | $ 11,206,115 |
| Cost of revenue | 4,098,809 | 886,671 | 4,985,480 |
| Operating expenses | 4,968,781 | 1,524,061 | 6,492,842 |
| Interest expense | 295,287 | 21,586 | 316,873 |
| Depreciation | 38,831 | 131,488 | 170,319 |
| Net income (loss) | (217,225) | (496,655) | (713,880) |
| Current assets | 1,258,706 | 169,255 | 1,427,961 |
| Non-current assets | 81,945 | 366,347 | 448,292 |
| Current liabilities | 1,740,385 | 207,042 | 1,947,427 |
| Non-current liabilities | 1,348,305 | 1,167,908 | 2,516,213 |
| Non-controlling interest | - | 7,505 | 7,505 |
- 29 -
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
- INCOME TAXES
A reconciliation of the calculated income taxes for the nine month period ended September 30, 2025 and year ended December 31 2024 are as follows:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Consolidated loss for the period/ year | $ (10,546,423) | $ (638,568) |
| Tax benefit at 27% | (2,847,534) | (172,413) |
| Permanent difference | 2,754,233 | 21,526 |
| Other tax differences | 6,081,309 | 1,117,477 |
| Change in unrecognized deferred tax asset | (5,986,430) | (891,278) |
| Income tax expense | $ 1,578 | $ 75,312 |
The Company recognized the following deferred tax asset in 2025 and 2024 for the following deductible temporary differences:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Future income tax asset: | ||
| Fixed assets | $ (31,826) | $ 7,933 |
| Intangible | 10,168 | - |
| Right-of-use asset | (39,786) | (12,008) |
| Other temporary differences | - | (68,129) |
| Lease liability | 41,362 | 13,033 |
| Non-capital losses available for carry forwards | 4,746,592 | 592,582 |
| Capital assets | 1,793,331 | - |
| Total before valuation allowance | 6,519,841 | 533,411 |
| Unrecognized deferred tax asset | (6,519,841) | (533,411) |
| Net deferred income tax assets | $ - | $ - |
As at September 30, 2025, the Company has $18,972,839 in tax loss carry-forwards that it can apply against income in future years.
- SUBSEQUENT EVENTS
On November 19, 2025, the Company announced that the TSX Venture Exchange ("TSXV") has accepted the Company's acquisition of 310,000 issued and outstanding common shares of Karve IT Ltd. ("Karve") from Plank Ventures Ltd. ("Plank"). The consideration for the acquisition was the issuance of 2,861,538 common shares in the capital of the Company to Plank (the "Acquisition") at $0.08 per share for gross consideration of $228,923 determined using the market price of Mobio common shares on the date of TSXV approval.
Karve is a British Columbia software development company operating under SaaS business model.
MOBIO TECHNOLOGIES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
Nine Month Period Ended September 30, 2025 and Year Ended December 31, 2024
20. SUBSEQUENT EVENTS (CONT'D)
TMI transferred its 200,000 shares in Karve to the Company by way of dividend in kind. As a result of the share exchange with Plank, the Company acquired control over Karve.
The Company's decision to acquire Karve allows it to vertically integrate an industry-specific CRM software into its operating ecosystem and creates a scalable SaaS revenue stream alongside Company's services business
No finder's fees were paid in connection with the Acquisition. The acquisition of Karve is considered to be a business combination under IFRS 3 that was completed through a step acquisition. On November 19, 2025, fair value of the 39.22% equity interest in Karve was $147,962. The Company recognised a gain on investment in Karve of $147,692 due to remeasuring the equity interest held before the business combination to fair value. The preliminary purchase price allocation is as follows:
| In Canadian Dollars: | |
|---|---|
| Purchase Consideration | |
| # of Mobio shares issued: | 2,861,538 |
| Price per share | $ 0.080 |
| Consideration of remaining interest in Karve from Plank | $ 228,923 |
| Acquisition date fair value of initial interest | 147,692 |
| Preliminary total consideration: | $ 376,615 |
| Preliminary identifiable assets acquired | |
| Cash | $ 6,721 |
| Accounts Receivable | 11,270 |
| Prepaid Expenses | 11,349 |
| Computer Hardware-Laptops | 4,324 |
| Intangible Assets | 1,148,938 |
| Security Deposits Asset | 3,733 |
| Accounts Payable | (62,879) |
| On Demand Loans | (937,467) |
| Deferred income tax liability | (297,928) |
| Net assets acquired | (111,939) |
| Goodwill | $ 488,554 |
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