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Moss Genomics Inc. — Management Reports 2025
Oct 29, 2025
48378_rns_2025-10-29_c11b04d3-8a67-4aea-82b6-b2e595e91dda.pdf
Management Reports
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Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
MOSS GENOMICS INC.
Management Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian Dollars)
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
This management's discussion and analysis ("MD&A") is management's interpretation of the financial condition and results of operations of Moss Genomics Inc. ("Moss" or the "Company") for the year ended June 30, 2025. This MD&A should be read in conjunction with the consolidated financial statements and notes thereto of the Company for the year ended June 30, 2025, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This MD&A complements and supplements, but does not form part of, the Company's financial statements.
Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable.
This MD&A has been prepared as of October 28, 2025.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This MD&A contains "forward-looking statements" which reflect the Company's current expectations regarding the future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as "anticipate," "believe," "estimate," "expect" and similar expressions. With respect to forward-looking information contained herein, the Company has applied several assumptions including, but not limited to that any additional financing needed will be available on reasonable terms; that the Company's other corporate activities will proceed as expected and that general business and macro-economic conditions will not change in a materially adverse manner. The statements reflect the current beliefs of the management of the Company and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements. Such risks include, among others, the risks set out under the heading "Financial Instruments and Risk Management" and "Risks and Uncertainties" in this MD&A and in the Company's long form prospectus dated December 13, 2022.
Forward-looking statements are not historical facts but reflect the Company's current expectations and assumptions regarding future results or events. In particular, fluctuations in the securities markets may cause significant reductions in the price of the Company's securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.
All of the Company's public disclosure filings, including its final long-form prospectus and other information, may be accessed via www.sedarplus.com and readers are urged to review these materials.
COMPANY OVERVIEW
Moss was incorporated under the British Columbia Business Corporations Act on September 25, 2018. The head office of the Company is located at Suite 907 - 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3 and the registered and records office of the Company is located at Suite 2200 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.
On January 19, 2023, the Company received final receipt from the British Columbia Securities Commission of the Company's Long Form Prospectus dated January 19, 2023 and the Company's common shares were listed on the Canadian Securities Exchange ("CSE") under the trading symbol "MOSS".
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
SIGNIFICANT EVENTS
- In October 2023, 200,000 share purchases warrants were exercised for gross proceeds of $20,000.
- On December 6, 2023, 100,000 warrants were exercised into an equivalent number of common shares for gross proceeds of $10,000.
- On December 24, 2024, the Company announced the appointment of Jack Liu as CEO and Director, as we launch into our Moss Ethereum treasury division.
- On December 24, 2024, the Company issued 600,000 stock options to directors, officers, and consultants, exercisable at $0.10 per option, for a period of 5 years.
- On January 14, 2025, the Company successfully listed its shares on the Frankfurt Stock Exchange (FSE) under the symbol F73.
- On January 31, 2025, the Company completed a private placement of 2,500,000 shares, at $0.10 per share, for total proceeds of $250,000.
- On January 31, 2025, the Company issued 7,840,000 common shares for the purchase of 160 Ethereum coin.
- On January 27, 2025, the Company issued 1,500,000 stock options with vesting conditions to a consultant, exercisable at $0.20 per option, for a period of 0.75 years.
- On January 30, 2025, the Company issued 200,000 stock options to directors, officers, and consultants, exercisable at $0.20 per option, for a period of 5 years.
- On April 17, 2025, the Company issued 2,527,777 common shares for the purchase of 130 Ethereum coin.
OVERALL PERFORMANCE
As at June 30, 2025 the Company has not paid any cash dividends on its common shares nor does it have any present intention of paying cash dividends on its common shares, as it anticipates that all available funds for the foreseeable planning horizon will be invested to finance its business activities. The Company had accumulated losses of $2,286,254 since inception.
SELECTED ANNUAL INFORMATION
The Company's Financial Statements for the years ended June 30, 2025, 2024, and 2023, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
| Year ended June 30, 2025 | Year ended June 30, 2024 | Year ended June 30, 2023 | |
|---|---|---|---|
| $ | $ | $ | |
| Cash | 54,599 | 11,740 | 17,587 |
| Equipment and software | 21,041 | 41,041 | 67,015 |
| Total assets | 1,195,999 | 72,658 | 126,783 |
| Total liabilities | 258,955 | 99,411 | 50,499 |
| Shareholders' equity (deficiency) | 937,044 | (26,753) | 76,284 |
| Deficit | (2,286,254) | (1,610,171) | (1,477,134) |
| Comprehensive Loss | (676,083) | (133,037) | (730,391) |
| Basic and Diluted Loss Per Share | (0.01) | (0.00) | (0.02) |
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
SELECTED QUARTLERY INFORMATION
The following financial information is derived from the Company's financial statements, prepared in accordance with IFRS.
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30 2024 | June 30 2024 | March 31 2024 | December 31 2023 | September 30 2023 | |
|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | |
| Total assets | 1,195,999 | 510,555 | 58,829 | 76,957 | 72,658 | 87,622 | 94,749 | 86,851 |
| Total liabilities | 258,955 | 188,241 | 122,509 | 117,241 | 99,411 | 83,040 | 74,281 | 67,777 |
| Revenue | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Net loss and comprehensive loss | 81,050 | (685,315) | (58,287) | (13,531) | (31,335) | (15,886) | (28,606) | (57,210) |
| Basic and diluted loss per share | (0.00) | (0.01) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) | (0.00) |
RESULTS OF OPERATIONS
For the three months ended June 30, 2025 and 2024:
During the three month period ended June 30, 2025, the Company incurred a comprehensive income of $81,050 compared to a comprehensive loss of $31,335 for the three month period ended June 30, 2024. The change in comprehensive income (loss) is primarily a result of:
(i) Consulting and management fees of $10,000 (2024- $1,773) as the Company has hired new management, and appointed new directors as it increases operations.
(ii) Revaluation gain of $113,545 (2024 - $Nil) on the Company's 317 Ethereum held during the quarter.
For the year ended June 30, 2025 and 2024:
During year ended June 30, 2025, the Company incurred a comprehensive loss of $676,083 compared to a comprehensive loss of $133,037 for the year ended June 30, 2024. The change in comprehensive loss is primarily a result of:
(i) Business development expense of $130,484 (2024 - $Nil) as the Company has increased operations.
(ii) Consulting and management fees of $69,652 (2024 - $1,773) as the Company has hired new management, and appointed new directors as it increases operations.
(iii) Professional fees of $79,278 (2024 - $31,545) as the audit fees accrued during the year has increased compared to the prior year.
(iv) Regulatory and transfer agent fees of $42,795 (2024- $16,672) as the Company has increased operations and listed on multiple exchanges.
(v) Share-based compensation of $61,321 (2024 - $Nil), as the Company issued 2,300,000 stock options to directors and consultants during the period.
(vi) Revaluation loss of $252,943 (2024 - $Nil) on the Company's 317 Ethereum held during the year.
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
LIQUIDITY AND CAPITAL RESOURCES
The Company has a working capital of $916,003 as at June 30, 2025 (June 30, 2024 - a deficit of $67,794), which includes a cash balance of $54,599 (June 30, 2024 - $11,740), and digital currencies of $1,075,616 (June 30, 2024 - $Nil).
Current liabilities as at June 30, 2025 consisted of accounts payable and accrued liabilities of $153,955 (June 30, 2024 - $99,411).
There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment. As such, the Company's business involves a high degree of risk.
Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the Company will be profitable. Management intends to finance operating costs over the next twelve months with loans from directors and companies controlled by directors and/or private placement of common shares. These conditions indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern. As such, it is no guarantee that the Company may continue to operate into the future with the necessary working capital, and it is a clear risk that the liquidity situation of the Company may not remain adequate in order to continue working with suppliers and meeting its liabilities and financial obligations. Due to this fact, the Company recognizes that there is a significant risk around the sufficiency of cash and cash equivalents both now and looking into the future.
OFF-BALANCE SHEET ARRANGEMENTS
The Company had no off-balance sheet arrangements as at June 30, 2025 and 2024 or as at the date thereof.
TRANSACTIONS WITH RELATED PARTIES
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Board and corporate officers, including the Company's Chief Executive Officer and Chief Financial Officer.
During the period ended June 30, 2025, the Company had the following transactions with key management personnel:
| June 30, 2025 | June 30, 2024 | |||
|---|---|---|---|---|
| Management and consulting fees for CFO services (Mickey Goldstein) | $ | 18,215 | $ | 12,325 |
| Management and consulting fees for CEO services (Jack Liu) | - | 1,773 | ||
| Management and consulting fees to a company controlled by a director (Joe De Pinto) | 21,663 | - | ||
| Share-based compensation | 38,191 | - | ||
| Total | $ | 78,069 | $ | 14,098 |
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
During the year ended June 30, 2025, the Company received loans in the amount of $30,000 from three separate shareholders, at $10,000 per shareholder. These loans incurred interest at a rate of 10% per annum. The Company repaid these notes, with accrued interest of $1,248 during the period ended June 30, 2025. In addition, the Company received $5,000 from a former director, with no interest and no terms of repayment, which remained unpaid as at June 30, 2025.
As at June 30, 2025, included in accounts payable is $45,316 (June 30, 2024 - $12,235) owing to current and former officers and directors of the Company.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair values
Financial instruments are classified into one of the following categories: fair value through profit and loss ("FVTPL"); amortized cost; and fair value through other comprehensive income ("FVTOCI"). The carrying value of the Company's financial instruments are classified into these categories, as follows:
| Financial Instrument | Category | June 30, 2025 | June 30, 2024 |
|---|---|---|---|
| Cash | Amortized cost | $ 54,599 | $ 11,740 |
| Accounts payable and accrued liabilities | Amortized cost | $ 153,955 | $ 99,411 |
| Loan payable | Amortized cost | $ 5,000 | $ - |
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 are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
Level 2 Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.
Level 3 Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
The Company's financial instruments consist of cash, accounts payable and accrued liabilities, and loans payable. Cash is carried at fair value using level 1 inputs. The fair values of accounts payable and accrued liabilities, and loans payable approximate their carrying values, due to their time to maturity.
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
Risk
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
(a) Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions. The carrying amount of cash represents the maximum credit exposure, being $54,599 at June 30, 2025.
(b) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As at June 30, 2025, the Company did not have sufficient cash on hand to cover its short-term financial liabilities. The Company may have to sell some of its digital currencies, or source other funds in order to meet their obligations as they come due.
As at June 30, 2025 all of the Company's financial liabilities are due in one year or less.
(c) Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
(i) Interest Rate Risk
Interest rate risk is the risk that the fair value or cash flows of a financial instrument will fluctuate because of changes in market interest rates. The exposure to interest rates for the Company is considered minimal, as the Company has no variable interest bearing borrowings.
(ii) Foreign Currency Risk
The Company is exposed to foreign currency risk on fluctuations related to accounts payable and accrued liabilities that are denominated in a foreign currency. As at June 30, 2025 the Company had approximately $80,000 in accounts payable dominated in US Dollars. A 5% fluctuation in foreign exchange rates between the US Dollar and the Canadian Dollar would result in a change to net and comprehensive loss of approximately $3,800. The Company does not hedge its exposure to foreign exchange risk, as it considers this risk to below.
(iii) Other Price Risk
Other price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices (other than those arising from interest rate and currency risk). As at June 30, 2025, the Company holds 317 Ethereum coins, valued at $1,075,616. The Company is exposed to price risk on these coins, as the market price of these can fluctuate greatly. A 5% fluctuation in the market price of Ethereum would result in a change to net and comprehensive loss of approximately $54,000. The Company does not hedge its exposure to this risk.
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
(d) Digital currencies and risk management
Digital currencies are measured using Level 1 Fair values, determined by referencing actively quoted market prices.
Digital currency prices are affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation and the global political and economic conditions. The profitability of the Company is directly related to the current and future market price of digital currencies; in addition, the Company may not be able liquidate its digital currencies at its desired price if required. A decline in the market prices for digital currencies could negatively impact the Company's future operations. The Company has not hedged the conversion of any of its sales of digital currencies.
Digital currencies have limited history and the fair value historically has been very volatile. Historical performance of digital currencies is not indicative of their future price performance. The Company's digital currencies currently solely consist of Ethereum.
At June 30, 2025, if the market price of the Company's holdings of digital currencies increased or decreased by 5% with all other variables held constant, the corresponding asset value increase or decrease respectively would amount to $54,000 (2024 - $Nil).
NEW ACCOUNTING STANDARDS AND ACCOUNTING STANDARDS NOT YET EFFECTIVE
New material accounting policies adopted by the Company during the period:
(a) Digital currencies
Digital currencies consist of cryptocurrency denominated assets and are included in current assets. Digital currencies are treated as intangible assets. The Company has adopted the revaluation model for the accounting of these assets. After initial recognition, these assets are carried at their fair values., adjusted at each reporting date for revaluation gains and losses through the statement of profit and loss as well as when digital currencies are exchanged or sold for traditional (fiat) currencies.
(b) Amendment to IAS 1 – Non-current Liabilities with Covenants
The amendment clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendment is effective for the years beginning on or after January 1, 2024. The adoption of this amendment had no impact on the Company.
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
New material accounting policies to be adopted by the Company in the future:
(c) IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies' financial performance for better investment decisions.
- Three defined categories for income and expenses (operating, investing and financing) to improve the structure of the income statement, and require all companies to provide new defined subtotals, including operating profit.
- Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement.
- Enhanced guidance on how to organise information and whether to provide it in the primary financial statements or in the notes.
This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company will be evaluating the impact of this standard on its financial statements.
PROPOSED TRANSACTIONS
At the time of this report, the Company is not contemplating any proposed transactions.
RISKS AND UNCERTAINTIES
There is no assurance that the Company will be able to finance its operations. As such, the Company's business involves a high degree of risk. Additional funds will be required to enable the Company to pursue such an initiative and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the Company will be profitable. Management intends to finance operating costs over the next twelve months with loans from directors and companies controlled by directors and/or private placement of common shares. These conditions indicate the existence of a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern.
OUTSTANDING SHARE DATA
The Company's authorized share capital is unlimited common shares without par value.
The following table summarizes information about the share data as at June 30,2025 and October 28, 2025 :
| October 28, 2025 | June 30, 2025 | |
|---|---|---|
| Number of common shares outstanding | 58,250,333 | 58,250,333 |
| Number of options outstanding | 2,132,500 | 3,195,000 |
| Number of warrants outstanding | Nil | Nil |
Moss Genomics Inc.
Management Discussion and Analysis
For the year ended June 30, 2025
SUBSEQUENT EVENTS
- On July 1, 2025, 1,062,500 unvested options exercisable ay $0.20 issued to a consultant were forfeited.
DISCLAIMER
The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. It should be read in conjunction with all other disclosure documents provided by the Company, which can be accessed at www.sedarplus.ca.