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NextGen Digital Platforms — Audit Report / Information 2025
Jun 6, 2025
48506_rns_2025-06-06_67b89a1a-b541-458e-aee2-7b187bbcd293.pdf
Audit Report / Information
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NEXTGEN DIGITAL PLATFORMS INC.
Financial Statements
For the Years ended March 31, 2025 and 2024
(Expressed in Canadian Dollars)
Horizon Assurance LLP
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of NextGen Digital Platforms Inc.
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of NextGen Digital Platforms Inc. (the "Company"), which comprise the statements of financial position as at March 31, 2025, and the statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2025, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRS").
Basis of 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 in the financial statements, which indicates that the Company incurred a net loss during the year ended March 31, 2025. As stated in note 1, these events or conditions, along with other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matter
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. The 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 of the Material Uncertainty Related to Going Concern described above, we have determined that there are no other key audit matters to communicate in our report.
219 - 7100 Woodbine Ave., Markham, ON L3R 5J2
www.horizonllp.ca
Horizon Assurance LLP
Other Matter
The financial statements of the Company for the year ended March 31, 2024, were audited by another auditor who expressed an unmodified opinion on those statements on June 14, 2024.
Other Information
Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis for the year ended March 31, 2025, which we obtained prior to the date of this auditor's report.
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 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. 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, 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,
Horizon Assurance LLP
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 Julia Zhou.
June 6, 2025
Markham, Ontario
Horizon Assurance LLP
Chartered Professional Accountants
Licensed Public Accountants
NextGen Digital Platforms Inc.
Statements of Financial Position
(Expressed in Canadian Dollars)
| | As at
March 31, 2025 | As at
March 31, 2024 |
| --- | --- | --- |
| | $ | $ |
| Assets | | |
| Current | | |
| Cash | 421,260 | 247,677 |
| Short-term investments (Note 4) | - | 127,628 |
| Other receivables (Note 5) | 53,213 | 7,629 |
| Prepaid expenses and advances | 20,823 | 26,738 |
| Total Current Assets | 495,296 | 409,672 |
| Property and equipment (Note 6) | 5,303 | 2,700 |
| Intangible assets (Note 7) | 23,162 | 23,162 |
| Total Assets | 523,761 | 435,534 |
| Liabilities | | |
| Current Liabilities | | |
| Accounts payable and accrued liabilities (Notes 8, 13) | 177,367 | 30,167 |
| Total Liabilities | 177,367 | 30,167 |
| Equity | | |
| Share capital (Note 9) | 996,726 | 593,494 |
| Shares to be issued (Note 9) | 43,985 | - |
| Contributed surplus (Note 10) | 191,635 | - |
| Reserve for warrants (Note 11) | 373,298 | 27,203 |
| Accumulated deficit | (1,259,250) | (215,330) |
| Total Shareholders’ Equity | 346,394 | 405,367 |
| Total Liabilities and Equity | 523,761 | 435,534 |
Nature of operations and going concern (Note 1)
Subsequent events (Note 19)
Approved on behalf of the Board of Directors:
“Alexander Tjiang”
Alexander Tjiang, Director
“Ajaypreet Toor”
Ajaypreet Toor, Director
The accompanying notes are an integral part of these financial statements
NextGen Digital Platforms Inc.
Statements of Loss and Comprehensive Loss
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
| | Year ended
March 31, 2025 | Year ended
March 31, 2024 |
| --- | --- | --- |
| | $ | $ |
| Revenue | 3,467 | 1,474 |
| Cost of sales (Note 6) | (4,948) | (1,624) |
| Gross Profit | (1,481) | (150) |
| Expenses | | |
| Professional fees (Note 17) | 244,160 | 45,076 |
| Office and general (Note 13) | 118,134 | 33,010 |
| Consulting fees | 66,525 | 41,562 |
| Regulatory compliance | 63,803 | - |
| Research and development (Note 14) | 8,062 | 9,909 |
| Advertising and promotion | 352,491 | 1,922 |
| Stock-based compensation (Notes 10, 13) | 191,635 | - |
| Bank charges / Interest (Note 4) | (3,184) | (1,302) |
| Total Expenses | (1,041,626) | (130,177) |
| Loss on asset disposal | 813 | - |
| Net Loss and Comprehensive Loss | (1,043,920) | (130,327) |
| Weighted Average Number of Shares Outstanding
- Basic and Diluted (Note 12) | 22,657,909 | 13,984,611 |
| Net Loss per Share - Basic and Diluted (Note 12) | (0.046) | (0.009) |
The accompanying notes are an integral part of these financial statements
NextGen Digital Platforms Inc.
Statements of Changes in Shareholders' Equity
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
| Number of Shares | Share Capital | Shares to be issued | Contributed surplus | Reserve for Warrants | Accumulated Deficit | Total | |
|---|---|---|---|---|---|---|---|
| # | $ | $ | $ | $ | $ | $ | |
| Balance, March 31, 2023 | 12,309,960 | 157,749 | - | - | - | (85,003) | 72,746 |
| Issuance of shares from private placement (Note 9) | 6,926,590 | 346,330 | - | - | - | - | 346,330 |
| Stock-based compensation (Note 9) | 2,600,000 | 65,000 | - | - | - | - | 65,000 |
| Buy-back and re-sale of existing shares to new shareholders (Note 9) | - | 24,415 | - | - | - | - | 24,415 |
| Warrants issued - Crowdfunding (Note 11) | - | - | - | - | 29,800 | - | 29,800 |
| Warrants issuance cost (Note 11) | - | - | - | - | (2,597) | - | (2,597) |
| Net loss for the year | - | - | - | - | - | (130,327) | (130,327) |
| Balance, March 31, 2024 | 21,836,550 | 593,494 | - | - | 27,203 | (215,330) | 405,367 |
| Balance, March 31, 2024 | 21,836,550 | 593,494 | - | - | 27,203 | (215,330) | 405,367 |
| Shares issued on exercise of warrants (Note 9) | 996,000 | 29,800 | - | - | (29,800) | - | - |
| Share issuance costs | - | (2,597) | - | - | 2,597 | - | - |
| Issuance of Units from private placement (Note 9) | 1,267,500 | 418,816 | - | - | 392,384 | - | 811,200 |
| Unit issuance cost (Note 9) | - | (31,945) | - | - | (29,928) | - | (61,873) |
| Issuance of Finders' Warrants (Notes 9, 10) | - | (10,842) | - | - | 10,842 | - | - |
| Shares to be issued | - | - | 43,985 | - | - | - | 43,985 |
| Stock-based compensation (Notes 10, 13) | - | - | - | 191,635 | - | - | 191,635 |
| Net loss for the year | - | - | - | - | - | (1,043,920) | (1,043,920) |
| Balance, March 31, 2025 | 24,100,050 | 996,726 | 43,985 | 191,635 | 373,298 | (1,259,250) | 346,394 |
The accompanying notes are an integral part of these financial statements
NextGen Digital Platforms Inc.
Statements of Cash Flows
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
| Year ended March 31, 2025 | Year ended March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Operating Activities | ||
| Net loss for the year | (1,043,920) | (130,327) |
| Adjustments for: | ||
| Depreciation expense | 2,297 | 499 |
| Interest income on short-term investments (Note 4) | (3,156) | (2,628) |
| Stock-based compensation (Notes 10, 13) | 191,635 | 65,000 |
| (853,144) | (67,456) | |
| Net change in non-cash working capital items: | ||
| Other receivables (Note 5) | (45,584) | (4,298) |
| Prepaid expenses and advances | 5,915 | (26,738) |
| Accounts payable and accrued liabilities (Notes 8, 13) | 147,199 | 6,711 |
| Cash Flows (used in) Operating Activities | (745,614) | (91,781) |
| Investing Activities | ||
| Redemption (addition) of short-term investments (Note 4) | 130,784 | (125,000) |
| Additions of property and equipment (Note 6) | (4,899) | (3,199) |
| Cash flows from / (used in) investing activities | 125,885 | (128,199) |
| Financing Activities | ||
| Proceeds received on private placements (Note 9) | 811,200 | 346,330 |
| Cash issuance costs (Notes 9, 10) | (61,873) | (2,598) |
| Cash received on shares to be issued | 43,985 | - |
| Proceeds received on crowdfunding (Note 10) | - | 29,800 |
| Payments made for buy-back of shares (Note 9) | - | (20,250) |
| Proceeds received on re-sale of shares (Note 9) | - | 44,666 |
| Cash Flows from Financing Activities | 793,312 | 397,948 |
| Increase (decrease) in cash | 173,583 | 177,968 |
| Cash, beginning of year | 247,677 | 69,709 |
| Cash, end of year | 421,260 | 247,677 |
The accompanying notes are an integral part of these financial statements
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
1. Nature of Operations and Going Concern
NextGen Digital Platforms Inc. (CSE: NXT, FSE: Z12) (“NextGen” or the “Company”) is a Canadian technology company existing under the laws of British Columbia. On October 21, 2022, the Company changed its name from 1266457 B.C. Ltd. to NextGen Digital Platforms Inc. The Company’s registered office address is 1500, 1055 West Georgia St. Vancouver, British Columbia, V6E 4N7.
The Company currently operates a fleet of computing workstations for its online hardware-as-a-service business (“Cloud AI Hosting”) and a premium computing and electronics e-commerce platform under the brand PCSections.com (“PCS”). The Company’s core competencies include managing and optimizing high performance computing infrastructure, with a focus on delivering scalable, technology-driven services. The Company is seeking to expand its fleet of computing workstations for its Cloud AI Hosting business and is exploring potential, value-additive asset acquisitions. In line with its existing capabilities and business strategy, the Company also intends to expand its existing operations into the digital asset ecosystem, including cryptocurrency mining, staking, and blockchain infrastructure support.
For the year ended March 31, 2025, the Company incurred a net loss of $1,043,920 (2024 – net loss of $130,327) and as at March 31, 2025, had an accumulated deficit of $1,259,250 (March 31, 2024 – accumulated deficit of $215,330). The Company’s future viability depends upon its ability to develop, test, market, and support new products and enhancements on a timely basis in response to both competitive threats and marketplace demands and achievement of revenue growth. The Company has started to generate operating cash from sales of products on its website and Cloud AI Hosting lines. So far, the volume of transactions is not sufficient to cover the expenditures. The expected primary source of future funds presently available to the Company is through the issuance of common shares. The ability of the Company to arrange such financing will depend, in part, on prevailing market conditions as well as the business performance of the Company. These events and conditions indicate the existence of material uncertainties that cast significant doubt on the Company’s ability to continue as a going concern. There can be no assurance that the Company will be successful in its efforts to arrange the necessary financing, if needed, on terms satisfactory to the Company. If additional financing is arranged through the issuance of shares, control of the Company may change, and shareholders may suffer significant dilution.
These financial statements have been prepared on a going concern basis which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Realization values may be substantially different from carrying values as shown and the financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
2. Basis of Presentation
(a) Statement of Compliance
These financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). The accounting policies set out below were consistently applied to all periods presented unless otherwise noted.
These financial statements were reviewed, approved, and authorized for issuance by the Board of Directors (the “Board”) of the Company on June 6, 2025.
(b) Basis of Measurement
These financial statements have been prepared in accordance with IFRS, on the historical cost basis. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
(c) Functional Currency
These financial statements are presented in Canadian dollars, which is the functional currency of the Company, unless otherwise noted. The functional currency is the currency of the primary economic environment in which the Company operates.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
2. Basis of Presentation (continued)
(d) Significant Accounting Judgments and Estimates
The preparation of these financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue, and expenses. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. These estimates are reviewed periodically, and adjustments are made as appropriate in the period they become known.
Items for which actual results may differ materially from these estimates are described as follows:
Going concern
At each reporting period, management exercises judgment in assessing the Company's ability to continue as a going concern by reviewing the Company's performance, resources and future obligations. The conclusion that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short- and long-term operating budgets, expected profitability, investment and financing activities and management's strategic planning. The assumptions used in management's going concern assessment are derived from actual operating results along with industry and market trends. Management believes there is sufficient capital to meet the Company's business obligations for at least the next 12 months, after taking into account expected cash flows, capital commitments, future financing, and the cash position at year-end.
Fair value of financial assets and financial liabilities
Fair value of financial assets and financial liabilities on the statements of financial position that cannot be derived from active markets, are determined using a variety of techniques including the use of valuation models. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. The judgments include, but are not limited to, consideration of model inputs such as volatility, estimated life and discount rates.
Impairment
Long-lived assets, including property and equipment and intangible assets, are reviewed for indicators of impairment at each reporting period or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is defined as the higher of: (i) value-in-use; or (ii) fair value less cost to sell. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously.
Income taxes
Income taxes and tax exposures recognized in the financial statements reflect management's best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.
In addition, when the Company incurs losses that cannot be associated with current or past profits, it assesses the probability of taxable profits being available in the future based on its budgeted forecasts. These forecasts are adjusted to take account of certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.
When the forecasts indicate the sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
2. Basis of Presentation (continued)
(d) Significant Accounting Judgments and Estimates (continued)
Expected credit losses on financial assets
Determining an allowance for expected credit losses (“ECL”) for amounts receivable and all debt financial assets not held at fair value through profit and loss (“FVTPL”) requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management’s judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest.
Provisions
The Company recognizes provisions if there is a present obligation as a result of a past event, it is probable that the Company will be required to settle the obligation and the obligation can be reliably estimated. The amount recognized as a provision reflects management’s best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
Research and development costs
Judgment is required to distinguish the research phase and the development phase to correctly identify costs that qualify for capitalization.
Options and warrants
Options and warrants, including finders’ warrants, are initially recognized at fair value using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgments are used in applying the valuation techniques. These assumptions and judgments include the expected volatility of the share price, expected forfeitures, expected dividend yield, expected term of the warrants or options, and expected risk-free interest rate. Such assumptions and judgments are inherently uncertain. Changes in these assumptions can affect the fair value estimates of stock-based compensation.
3. Summary of Material Accounting Policies
a) Cash
Cash on the statements of financial position comprises bank balances held in Canadian chartered banks, which are available on demand.
b) Revenue from Contracts with Customers
The Company’s policy for the timing and amount of revenue to be recognized is based on the following 5-step process:
- Identify the contract with a customer.
- Identify the performance obligations in the contract.
- Determine the transaction price, which is the total consideration provided by the customer.
- Allocate the transaction price among the performance obligations in the contract based on their relative fair values; and
- Recognize revenue when the relevant criteria are met for each unit (at a point in time or over time).
Revenue is recognized at the transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods and services to a customer. Net revenue from sale of goods and services, as presented in the statements of loss and comprehensive loss, represents revenue from the sale of goods less expected price discounts and related transaction fees.
The Company’s contracts with customers for the sale of equipment hardware provided consist of only one performance obligation. The Company has concluded that revenue from the sale of these products should be recognized at the point in time when control is transferred to the customer, which is on shipment of goods and time of services provided.
The Company’s payment terms vary by customer types. Payment is due immediately before the transfer of control.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
3. Summary of Material Accounting Policies (continued)
c) Financial Instruments
Financial assets and financial liabilities, including derivatives, are recognized on the statements of financial position when the Company becomes a party to the financial instrument or derivative contract.
Classification
The Company classifies its financial assets and financial liabilities in the following measurement categories: (a) those to be measured subsequently at FVTPL; (b) those to be measured subsequently at fair value through other comprehensive income (“FVTOCI”); and (c) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are recorded in profit or loss.
The Company reclassifies financial assets when its business model for managing those assets changes. Financial liabilities are not reclassified.
Fair value through profit or loss
This category includes derivative instruments as well as quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVTOCI. This category would also include debt instruments whose cash flow characteristics fail the solely principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at FVTPL. As at March 31, 2024 and 2023, the Company did not have any financial assets at FVTPL.
Financial assets at fair value through other comprehensive income
Equity instruments that are not held-for-trading can be irrevocably designated to have their change in FVTOCI instead of through profit or loss. This election can be made on individual instruments and is not required to be made for the entire class of instruments. Attributable transaction costs are included in the carrying value of the instruments. Financial assets at FVTOCI are initially measured at fair value and changes therein are recognized in other comprehensive income (loss) (“OCI”).
Amortized cost
This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the SPPI criterion. Financial asset classified in this category are measured at amortized cost using the effective interest method.
The Company’s classification of financial assets and financial liabilities under IFRS 9 – Financial Instruments (“IFRS 9”) are summarized below:
| Cash | Amortized cost |
|---|---|
| Short-term investments | Amortized cost |
| Accounts payable | Amortized cost |
Measurement
All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
3. Summary of Material Accounting Policies (continued)
c) Financial Instruments (continued)
Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or OCI (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in OCI.
Impairment of financial assets
IFRS 9 introduced a single ECL impairment model, which is based on changes in credit quality since initial application. The adoption of the ECL impairment model had resulted in a provision of ECL recorded on the Company’s statements of loss and comprehensive loss.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.
The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts.
Derecognition
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 the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid or payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statements of loss and comprehensive loss.
Fair value hierarchy
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
- 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 (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
As of March 31, 2025 and 2024, the Company did not have any financial instruments measured at fair value.
d) Intangible Assets
Intangible assets comprise of internally-generated assets associated with the Website, which is considered to have an indefinite useful life, and is not amortized. These intangible assets are, however, reviewed for impairment on an annual basis, and whenever there is an indicator of impairment. Management exercises judgement in estimating the probability future economic benefits expected to be achieved, which is used as the basis for impairment review on annual basis. The evaluations are linked closely to the assumptions made by management regarding the future performance of these assets and any changes in the discount rate applied.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
3. Summary of Material Accounting Policies (continued)
e) Property and Equipment
Property and equipment are carried at cost less accumulated depreciation and impairment losses. Cost includes acquisition costs or construction costs, as well as costs directly attributable to bringing the asset to the location and condition necessary for its use in operations. When property and equipment include significant components with different useful lives, they are recorded and amortized separately.
Depreciation is computed using the straight-line method based on the estimated useful life of the assets and commences when title and ownership have transferred to the Company and is readily available for its intended use. The residual value, useful life and depreciation methods are reviewed at the end of each reporting period. Such a review takes into consideration the nature of the asset, the intended use and impact of technological changes. Where parts of an item of property and equipment have different useful lives, they are accounted for as separate items of capital assets. Subsequent costs are included in the asset carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.
Depreciation is recorded on a straight-line basis for the following:
- Two years for computer equipment.
f) Provisions
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
As of March 31, 2025 and 2024, the Company had no material provisions.
g) Income Taxes
Income tax expense comprises current and deferred income tax expense. Current and deferred taxes are recognized in net loss, except to the extent that it relates to items recognized directly in equity or in OCI.
Current income taxes
Current income taxes are recognized and measured at the amount expected to be recovered from, or payable to, the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.
Deferred income taxes
Deferred income taxes are recorded for temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of a deferred income tax asset is reviewed at the end of the reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Unrecognized deferred income tax assets are reassessed at the end of the reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.
Deferred income tax assets and deferred income tax liabilities are offset if, and only if, they relate to income taxes levied by the same taxation authority and the Company has the legal rights and intent to offset.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
3. Summary of Material Accounting Policies (continued)
h) Share Capital
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.
i) Share Issuance Costs
Costs incurred in connection with the issuance of share capital are netted against the proceeds received. Costs related to the issuance of share capital and incurred prior to issuance are recorded as deferred share issuance costs and subsequently netted against proceeds when they are received.
j) Loss Per Share
The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, in the weighted average number of common shares outstanding during the year, if dilutive. The “treasury stock method” is used for the assumed proceeds upon the exercise of the options and warrants that are used to purchase common shares at the average market price during the year.
k) Share-Based Payments Transactions
The Company operates a stock option plan (the “Option Plan”) and conducts payments for services received with common shares and warrants.
Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or at the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received.
The fair value of options and warrants is determined based on the application of the Black-Scholes valuation model (“Black-Scholes”). The fair value of equity-settled stock-based compensation transactions is recognized as an expense with a corresponding increase in the share-based payments reserve.
If share-settled awards are modified, as a minimum an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
Amounts recorded for cancelled or expired unexercised options are transferred to accumulated deficit in the period of which the cancellation or expiry occurs.
Upon the exercise of warrants, proceeds received from the warrant holders are recorded as an increase to share capital and the related reserves is transferred to share capital. Expired warrants are also transferred to accumulated deficit.
l) Research and Development Costs
Expenditures during the research phase are expensed as incurred. Expenditures incurred during the development phase are capitalized as internally generated intangible assets if the Company can demonstrate each of the following criteria:
- The technical feasibility of completing the intangible asset so that it will be available for use or sale;
- Its intention to complete the intangible assets and use or sell it;
- How the asset will generate future economic benefits;
- The availability of resources to complete the asset; and
The ability to measure reliably the expenditure during development.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
3. Summary of Material Accounting Policies (continued)
(m) Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
(n) Recent Accounting Pronouncements
Recent Accounting Pronouncements
Effective April 1, 2024, the Company adopted the following amendments and had assessed that their adoption had no material impact on its consolidated financial statements.
Amendments to IAS 1 Presentation of Financial Statements - Classification of Liabilities as Current or Non-current
In January 2020 and October 2022, the IASB issued amendments to clarify the requirements for classifying liabilities as current or non-current. The amendments specify that the conditions that exist at the end of a reporting period are those that will be used to determine if a right to defer settlement of a liability exists. The amendments also clarify the situations that are considered a settlement of a liability. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, and were applied retrospectively.
4. Short-Term Investments
The Company’s had invested $125,000 in certain guaranteed investment certificates (“GICs”) which matured in October 2024. For the year ended March 31, 2025, interest income of $3,156 (2024 – $2,628) has been accrued on the GICs and were netted against bank charges and interest on the statements of loss and comprehensive loss. The GIC of $125,000 and accrued interest of $5,784 were redeemed in October 2024. The outstanding balance of short-term investments with accrued interest as at March 31, 2025 was $nil (March 31, 2024 - $127,628).
5. Other Receivables
The Company’s other receivables balance represents amounts due from government taxation authorities in respect of the Goods and Services Tax and Harmonized Sales Tax. The Company anticipates full recovery of these amounts and therefore no ECL has been recorded against those receivables, which are due in less than one year.
6. Property and Equipment
The Company’s property and equipment is comprised of two desktop workstations used by Cloud AI Hosting, one of which was purchased in December 2023 for $3,199 and the other in December 2024 for $4,899. During the year ended March 31, 2025, depreciation of $2,296 had been recorded on the equipment and was included in Cost of Sales (2024 - $499) on the statements of loss and comprehensive loss. As of March 31, 2025, the equipment was carried at a net book value of $5,303 (March 31, 2024 - $2,700).
7. Intangible Assets
During the year ended March 31, 2023, the Company developed the Website using different external developers to facilitate sales on the internet, and incurred costs of $23,162 in relation to the Website. As the Website is considered to have an indefinite life, it is not subject to amortization.
As at March 31, 2025, the Company reviewed the Website for indicators of impairment. No indicator for impairment was identified, as the Website is currently undergoing enhancements, and no impairment loss was recorded on the intangible assets.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
8. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities of the Company are principally comprised of amounts outstanding for trade purchases incurred in the normal course of business.
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Accrued liabilities | 53,606 | 28,014 |
| Accounts payable | 123,761 | 2,153 |
| 177,367 | 30,167 |
The Company’s standard term for trade payables is 30 days.
9. Share Capital
Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value.
On March 12, 2025, the Company completed a 2-for-1 share split of its outstanding common shares. All references to the number of common shares, earnings per share, and per share information in these financial statements have been retroactively adjusted to reflect the impact of the share split for all periods presented. The total number of common shares outstanding increased from 12,050,025 to 24,100,050, with no change in total share capital.
Common shares issued and outstanding as at March 31, 2025 and 2024 are as follows:
| Number of common shares | Amount | |
|---|---|---|
| # | $ | |
| Balance, March 31, 2023 | 12,309,960 | 157,749 |
| Shares repurchased from shareholder (i) | (3,666,654) | (20,250) |
| Repurchased shares sold to new shareholders (i) | 3,666,654 | 44,665 |
| Shares based payments (iv) | 2,600,000 | 65,000 |
| Shares issued through private placements (ii, iii, v) | 6,926,590 | 346,330 |
| Balance, March 31, 2024 | 21,836,550 | 593,494 |
| Warrants exercised (vi) | 996,000 | 27,203 |
| Shares issued through private placements (vii) | 1,267,500 | 376,029 |
| Balance, March 31, 2025 | 24,100,050 | 996,726 |
Share capital transactions for the year ended March 31, 2024
(i) On May 31, 2023, the Company repurchased 3,666,654 common shares from certain shareholders for $20,250. Those shares were then sold to new shareholders on June 14, 2023, for gross proceeds of $44,665.
(ii) On June 15, 2023, the Company issued 1,000,000 common shares in the first tranche of a private placement at a price of $0.05 per common share (the “$0.05 Financing”), for gross proceeds of $50,000.
(iii) On October 31, 2023, the Company issued 1,786,590 common shares in the second tranche of the $0.10 Financing at a purchase price of $0.10 per common share, for gross proceeds of $89,330.
(iv) On March 18, 2024, the Company issued 2,600,000 common shares, at a price of $0.05 per common share as compensation to various consultants and referral partners for services provided to the Company. These services were valued at $65,000.
(v) On March 27, 2024, the Company issued 4,140,000 common shares in the third tranche of the $0.10 Financing at a purchase price of $0.10 per common share, for gross proceeds of $207,000.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
9. Share Capital (continued)
Share capital transactions for the year ended March 31, 2025
(vi) On June 3, 2024, 996,000 special warrants were exercised for no additional consideration and converted into 996,000 common shares. These common shares were valued at $27,203, based on the value of special warrants. See Note 10 for more details.
(vii) On January 23, 2025, the Company announced that it has completed the first tranche of a non-brokered private placement financing (the "First Tranche") and issued 1,267,500 Units (each a "Unit") of the Company at a price of $0.64 per Unit for gross proceeds of $811,200. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share at an exercise price of $0.80 for a period of 24 months from the date of issuance. The fair value of $392,384 for these warrants was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.455; expected dividend yield of 0%; risk-free interest rate of 2.95%; volatility of 296.96% and an expected life of 2 years.
In connection with the First Tranche, the Company paid professional fees of $29,885, finder's fees to eligible finders consisting of $31,988 in cash and issued 49,262 common share purchase warrants (the "Finder's Warrants"). Each Finder's Warrant is exercisable to acquire one common share at an exercise price of $0.80 for a period of 24 months from the date of issuance. The fair value of $21,000 for these Finders' Warrants was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: share price of $0.455; expected dividend yield of 0%; risk-free interest rate of 2.95%; volatility of 296.96% and an expected life of 2 years. All share-issuance costs were proportionately allocated between share capital and reserve for warrants.
The Company recorded $376,029 for the issuance of shares, and $352,298 for the issuance of warrants based on a residual fair value calculation after deducting all share-issuance costs.
10. Contributed Surplus – Options Reserve
The Company maintains the Option Plan whereby certain key employees, officers, directors and consultants may be granted stock options for the common shares of the Company. The Option Plan provides that the aggregate number of securities reserved for issuance will be up to 10% of the number of common shares issued and outstanding. Under the Option Plan, the exercise price of each option may not be lower than the closing price of the Company's shares on the trading day prior to the grant date or the grant date itself, whichever is higher. Vesting of options is determined at the discretion of the Board. As at March 31, 2025, the Company had 130,005 common shares available for issuance under the Option Plan.
The following table summarizes information of stock options outstanding and exercisable as at March 31, 2025:
| Date of expiry | Number of options outstanding | Number of options exercisable | Exercise price | Weighted average remaining life |
|---|---|---|---|---|
| # | # | $ | Years | |
| December 13, 2027 | 2,280,000 | 2,280,000 | 0.125 | 2.70 |
| 2,280,000 | 2,280,000 | 0.125 | 2.70 |
The following summarizes the stock option activity for the years ended March 31, 2025 and 2024:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
| # | $ | # | $ | |
| Outstanding, beginning of year | - | - | - | - |
| Issued – December 13, 2024 | 2,280,000 | 0.125 | - | - |
| Outstanding, end of period | 2,280,000 | 0.125 | - | - |
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
10. Contributed Surplus – Options Reserve (continued)
Option activities for the year ended March 31, 2025
On December 13, 2024, the Company granted 2,280,000 options to certain directors, officers, and consultants of the Company. The options are exercisable at a price of $0.125 per common share for a period of three years. The options vest immediately on the date of grant and were valued using Black Scholes with the following assumptions: expected volatility of 127.42%, expected dividend yield of 0%, risk-free interest rate of 2.97% and an expected life of three years. The grant date fair value of $191,635 attributable to these options was recognized as contributed surplus and stock-based compensation expense.
11. Warrants Reserve
The following table summarizes information of warrants outstanding and exercisable as at March 31, 2025:
| Date of expiry | Number of warrants outstanding | Number of warrants exercisable | Exercise price | Weighted average remaining life |
|---|---|---|---|---|
| # | # | $ | Years | |
| January 23, 2027 | 1,316,762 | 1,316,762 | 0.80 | 1.82 |
| 1,316,762 | 1,316,762 | 0.80 | 1.82 |
The following summarizes the warrant activity for the years ended March 31, 2025 and 2024:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Number of warrants | Weighted average exercise price | Number of warrants | Weighted average exercise price | |
| # | $ | # | $ | |
| Outstanding, beginning of year | 996,000 | - | - | - |
| Issued | 2,280,000 | 0.125 | 996,000 | - |
| Exercised | (996,000) | - | - | - |
| Outstanding, end of period | 2,280,000 | 0.125 | 996,000 | - |
On September 26, 2023, the Company completed a crowdfunding private placement of 596,000 special warrants at a price of $0.05 per special warrant for aggregate gross proceeds of $29,800. Each special warrant was to be automatically converted into a common share of the Company, without payment for additional consideration, on the earlier of the date that is:
(i) at any time, at the discretion of the Company, or
(ii) upon the issuance by a Canadian securities regulatory authority of a receipt for a final prospectus qualifying the issuance of the common shares upon conversion of the securities, or
(iii) on that date that is 18 months from the date of issuance.
In connection with the closing of the crowdfunding, the Company issued an additional 400,000 compensatory special warrants to Vested Technology Corp. and incurred issuance cost of $2,597 in cash.
On June 3, 2024, all of 996,000 special warrants were exercised into common shares, and $27,203 was reclassified from warrants reserve into Share Capital.
On January 23, 2025, the Company issued 1,267,500 warrants and 49,262 Finders' warrants in connection with the closing of the First Tranche, as disclosed in Note 9.
12. Loss per Share
Basic and diluted loss per share for the year ended March 31, 2025 is calculated by dividing the net loss for the year of $1,043,920 (2024 – net loss of $130,327) by the weighted average number of common shares outstanding of 22,657,909 (2024 – 13,984,611).
For the year ended March 31, 2025, the basic and diluted loss per share was $0.046 (2024 – $0.009). Currently, the Company's basic and diluted loss per share is the same.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
13. Related Party Transactions
In accordance with IAS 24 – Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.
Management remuneration
During the year ended March 31, 2025, the Company's Chief Financial Officer ("CFO") charged fees of $18,387 (2024 – $nil), which are included in professional fees
During the year ended March 31, 2025, directors and other members of key management personnel did not receive any remuneration (2024 – $nil).
Other related party transactions
During the year ended March 31, 2024, a total of 916,653 common shares previously purchased by a former director of the Company were sold back to the Company for the consideration of $10,125.
During the year ended March 31, 2024, one of the directors of NextGen purchased 333,327 shares that were previously bought back by the Company for total gross proceeds of $14,666.
During the year ended March 31, 2024, 1000103727 Ontario Limited ("Ontario Limited"), an entity controlled by the former CEO of the Company, purchased 1,000 special warrants at a price of $0.10 per special warrant for total gross proceeds of $100.
During the year ended March 31, 2025, Ontario Limited charged fees of $33,000 (2024 – $33,000). Out of the total amount invoiced during the year ended March 31, 2025, $3,000 (2024 - $3,000) was for the use of office space, and $30,000 (2024 - $30,000) was for shared corporate services support. The shared corporate services support encompasses general and administrative services, as well as corporate development and consultancy services. The general and administrative services include administrative support provided to the executives and employees of the Company. The corporate development and consultancy services include assistance with transactional documentation and the collection of deliverables. These fees are included in office and general expenses.
During the year ended March 31, 2025, the Company recorded stock-based compensation of $90,774 in connection with the vesting of certain stock options granted to officers and directors (2024 - $nil).
14. Research and Development Expenses
During the year ended March 31, 2025, and 2024, the Company's R&D expenses are comprised of the following:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| General consulting expenses | 6,443 | 5,963 |
| Website maintenance and development | 1,619 | 3,946 |
| 8,062 | 9,909 |
15. Capital Management
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern and to deploy that capital to generate returns to shareholders. The management of the Company monitors its capital structure and makes adjustments according to market conditions to meet its objectives given the current outlook of the business and industry in general. The Directors of the Company do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the management team to sustain the future development of the business.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company's capital management objectives, policies and processes have remained unchanged since the Company's most recent financial reporting period.
The Company is not subject to any externally imposed capital requirements.
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
16. Risk Management
The Company’s financial instruments consist primarily of cash and accounts payable. The Company is exposed to various risks as it relates to these financial instruments. Management, under oversight of the Board, mitigates these risks by assessing and monitoring the Company’s risk management processes. There have not been any changes in the nature of these risks or the process of managing these risks from the previous reporting periods.
Credit risk
Credit risk is the risk of potential loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and short-term investments. Cash and short-term investments are held with a reputable Canadian chartered bank and are closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments included in cash is minimal.
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital market is hindered, whether as a result of a downturn in market conditions generally or related to matters specific to the Company. The Company generates cash flow primarily from its financing activities. As at March 31, 2025 the Company had a cash balance of $421,260 (2024 – $247,677) and short-term investments of $nil (2024 – $127,628), to settle current liabilities of $177,367 (2024 – $30,167).
The following table summarizes the carrying amount and the contractual maturities of both the interest and principal portion of significant financial liabilities as of March 31, 2025:
| Carrying amount | Year 1 | Year 2 to 3 | Year 4 to 5 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Accounts payable and accrued liabilities | 177,367 | 177,367 | - | - |
The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring anticipated cash flows to identify financial requirements. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long-term financing of its operations.
The management of the Company believes there is sufficient capital to meet short-term business obligations, after taking into account cash flow requirements from operations and the Company’s cash position as at period-end.
Fair value
Fair value estimates of financial instruments are made at a specific point in time based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
As at period-end, the Company’s financial instruments consisted of cash, short-term investments and accounts payable and accrued liabilities. The fair value of cash, short-term investments and accounts payables and accrued liabilities are approximately equal to their carrying value due to their short-term nature.
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
- 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 (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
As at March 31, 2025, the Company did not have any financial instruments which were carried at fair value (March 31, 2024 – $nil).
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NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
17. Professional Fees
During the year ended March 31, 2025, and 2024, the Company’s professional fees are comprised of the following:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| General legal expenses | 180,700 | 28,917 |
| Audit and accounting expenses | 63,460 | 16,159 |
| 244,160 | 45,076 |
18. Income Taxes
Provision for income taxes
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% to the effective tax rate is as follows:
| Year Ended March 31, 2025 | Year Ended March 31, 2024 | |
|---|---|---|
| $ | $ | |
| (Loss) before income taxes | (1,043,920) | (130,327) |
| Combined statutory income tax rate | 27% | 27% |
| Expected income tax recovery based on statutory rate | (281,900) | (35,200) |
| Adjustment to expected income tax recovery | ||
| Permanent differences and other | 52,400 | 100 |
| Change in unrecorded deferred tax asset not recognized | 229,500 | 35,100 |
| Income tax expense | - | - |
Deferred income tax
Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying values of assets and liabilities. Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| $ | $ | |
| Non-capital losses carried forward | 287,500 | 58,000 |
| Fixed assets | 800 | 100 |
| Deferred tax asset | 288,300 | 58,100 |
| Less: Deferred tax assets not recognized | (288,300) | (58,100) |
| Deferred tax asset (liability) | - | - |
Non-capital losses
The Company’s non-capital losses expire as follows:
| Expiry | Amount |
|---|---|
| $ | |
| 2042 | 13,700 |
| 2043 | 71,400 |
| 2044 | 129,800 |
| 2045 | 850,000 |
| 1,064,900 |
NextGen Digital Platforms Inc.
Notes to the Financial Statements
For the Years ended March 31, 2025, and 2024
(Expressed in Canadian Dollars)
19. Subsequent events
On May 1, 2025, 800,000 options were exercised.
On May 8, 2025, the Company announced that it has completed the first tranche of a non-brokered private placement financing (the “First Tranche Special Warrant Financing”) and issued 3,118,366 Special Warrants of the Company at a price of $0.30 per Special Warrant for gross proceeds of $935,510.
In connection with the First Tranche Special Warrant Financing, the Company paid finder’s fees to eligible finders consisting of $5,391 in cash and 17,969 Finders’ warrants. Each Finder’s Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.30 per share for a period of 24-months.
On May 16, 2025, the Company announced that it has completed the second tranche of a non-brokered private placement financing (the “Second Tranche Special Warrant Financing”) and issued 3,393,100 Special Warrants and 440,000 common shares of the Company (collectively, the “Securities”) at a price of $0.30 per Security for gross proceeds of $1,149,930.
In connection with the Second Tranche Special Warrant Financing, the Company paid finder’s fees to eligible finders consisting of $41,845 in cash and 131,244 Finders’ warrants. Each Finder’s Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.30 per share for a period of 24-months.
On May 23, 2025, the Company announced that it has completed the third tranche of a non-brokered private placement financing (the “Third Tranche Special Warrant Financing”) and issued 2,468,032 Special Warrants at a price of $0.30 per Special Warrant for gross proceeds of $740,410.
In connection with the Third Tranche Special Warrant Financing, the Company paid finder’s fees to eligible finders consisting of $7,476 in cash and 13,320 Finders’ warrants. Each Finder’s Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.30 per share for a period of 24-months.
Each Special Warrant will automatically convert, for no additional consideration, into one common share in the capital of the Company on the date that is the earlier of:
(i) the date that is three business days following the date on which the Company files a prospectus supplement to a short form base shelf prospectus with the securities commissions qualifying distribution of the Shares underlying the Special Warrants and
(ii) the date that is four months and one day after the closing of the Offering.
21