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Reeflex Solutions Interim / Quarterly Report 2024

Apr 17, 2024

48104_rns_2024-04-17_1b85b4fe-7662-41e3-94dc-87156af187db.pdf

Interim / Quarterly Report

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Bigstack Opportunities I Inc.

Interim Financial Statements

For the three months ended March 31, 2024 and 2023 (Unaudited and expressed in Canadian Dollars)

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements have been prepared by and are the responsibility of the management.

The Corporation's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

1

Bigstack Opportunities I Inc. Statements of Financial Position (Unaudited)

(Expressed In Canadian Dollars)

As at
March 31,
2024
Assets
Current Assets
Cash
$ 7,551
Short term investment
481,635
Deposits and prepaids
800
As at
December 31,
2023
$ 18,407
487,256
800
Total Assets
$489,986
$506,463
Liabilities
Current Liabilities
Advances payable and accrued liabilities
$ 3,555
$ 12,090
Total Liabilities
$3,555
$12,090
Shareholders' Equity
Share capital_(note 3)
594,925
Reserves
(note 6 and 7)_
92,167
Deficit
(200,661)
594,925
92,167
(192,719)
486,431 494,373
$489,986 $506,463

The accompanying notes are an integral part of these financial statements.

Nature of operations and going concern (note 1)

Approved by the Board "Dennis Peterson" "Eric Szustak" Director (Signed) Director (Signed)

3

Bigstack Opportunities I Inc. Statements of Operations and Comprehensive Loss

(Expressed In Canadian Dollars)

Three months
ended March
31, 2024
Three months
ended March
31, 2023
$ -
2,423
3,390
9,963
$ (15,776)
$ (0.00)
9,260,001
Interest Income
Expenses
$ 4,706
Professional fees
3,000
Rent (note 5)
0
Office and general
9,648
Net loss and comprehensive loss for
the period
$ (7,942)
Net loss per share – basic and
diluted
$ (0.00)
Weighted average shares
outstanding- basic and diluted
9,260,001

The accompanying notes are an integral part of these financial statements.

4

Bigstack Opportunities I Inc. Statements of Cash Flows

(Expressed In Canadian Dollars)

Three
months
ended March
31, 2024
Three months
ended March
31, 2023
$ (7,942)
$ (15,776)
(8,535)
(10,607)
(16,477)
(26,383)
5,621
-
5,621
-
(10,856)
(26,383)
18,407
523,529
$ 7,551
$ 497,146
OPERATING ACTIVITIES
Net loss for the period
Net change in non-cash working capital
Accounts payable and accrued liabilities
Net cash used in operating activities
Cash from investing activities
(Purchase)/sale of short term GIC
Net cash provided by investing activities
Net change in cash
Cash, beginning of year
Cash, end of period

The accompanying notes are an integral part of these financial statements.

5

Bigstack Opportunities I Inc.

Statements of Changes in Shareholders' Equity

(Expressed In Canadian Dollars)

Share Capital
Reserves
Deficit
**Total **
Number of
shares
Amount
Warrant
Reserve
Option
Reserve
Balance at January 1, 2023
Net loss
9,260,001 $ 594,925
$ 37,000
$ 55,167
-
-
-
-
$ (176,551)
$ 510,541
(15,776)
(15,776)
Balance at March 31, 2023 9,260,001 $ 594,925
$ 37,000
$ 55,167
$ (192,327)
$
494,765
Share Capital
Reserves
Number of
shares
Amount
Warrant
Reserve
Option
Reserve
Deficit
**Total **
Balance at January 1, 2024
Net loss
9,260,001 $ 594,925
$ 37,000
$ 55,167
$ (192,719)
$ 494,373
-
-
-
-
(7,942)
(7,942)
Balance at March 31, 2024 9,260,001 $ 594,925
$ 37,000
$ 55,167
$ (200,661)
$ 486,431

The accompanying notes are an integral part of these financial statements.

6

Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

1. NATURE OF OPERATIONS AND GOING CONCERN

Bigstack Opportunities I Inc. (the “Corporation” or “Bigstack”) was incorporated under the Business Corporations Act (Ontario). The principal business of the Company is to complete an initial public offering ("IPO") as a Capital Pool Company (as that term is defined in the policies of the TSX Venture (the "Exchange"))("CPC") and to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction (as that term is defined in the policies of the Exchange)("QT"). The Company has not commenced commercial operations and has no assets other than cash. Given the nature of the activities, no separate segmented information is reported. The Corporation’s continuing operations as intended are dependent upon its ability to complete an IPO as a CPC and then identify, evaluate and negotiate an acquisition of a business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.

The head office and the registered head office of the Corporation are located at 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4.

The Corporation completed its IPO on July 16, 2021 and the common shares of the Corporation commenced trading on the TSX Venture Exchange on July 23, 2021 under the symbol STAK.P.

There is no assurance that the Corporation will identify a QT within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or delist the Corporation’s shares from trading. The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be expensed for general and administrative costs during the QT process. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange.

The Company had no commercial operations and incurred a net loss and comprehensive loss of $7,942 for the three months ended March 31, 2024 and as at March 31,2024, the Company's accumulated deficit was $200,661. These circumstances indicate material uncertainties exist that may cast significant doubt about the Company's ability to continue as a going concern and accordingly, the ultimate use of accounting principles applicable to a going concern.

These financial statements have been prepared on a going concern basis which assumes that the Company will continue 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. These adjustments could be material.

The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition of a business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned.

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Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The significant accounting policies applied in the Corporation’s financial statements are based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”) effective as of December 31, 2023.

The financial statements for the three months ended March 31, 2024 were authorized for issue by the Board of Directors on April 17, 2024.

Basis of Measurement

These financial statements have been prepared on a historical cost basis except for financial instruments classified as financial instruments at fair value through profit or loss.

These financial statements are presented in Canadian dollars, which is also the Corporation’s functional currency.

Financial Instruments

IFRS 9 includes requirements for recognition and measurement, impairment, derecognition, and general hedge accounting. Financial assets within the scope of IFRS 9 are classified in the following measurement categories: amortized cost, fair value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”). Financial liabilities are classified in the following measurement categories: fair value through profit or loss, or amortized cost.

Financial assets

The Corporation’s sole financial asset is Cash and Short Term Investments. These financial assets are measured at amortized cost and changes to fair value subsequent to initial recognition are recorded in profit or loss for the period in which they occur. Investments with maturity date of less than 3 months are classified as cash and cash equivalent.

Amortized Cost

Financial assets classified as amortized cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

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Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Financial Instruments (continued)

Fair value through profit or loss

Financial assets classified as FVTPL are measured at fair value with changes in fair value recognized in net profit or loss.

Classification

The Corporation determines the classification of its financial assets at initial recognition. All financial assets are recognized initially at fair value plus or minus, in the case of financial assets not classified as FVTPL, directly attributable transaction costs.

Impairment of financial assets

Financial assets not measured at FVTPL are assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events that occurred after the initial recognition of the financial assets, have had a negative effect on the fair value or estimated future cash flows of an asset. Evidence of impairment could include: significant financial difficulty of the issuer or counterparty; default or delinquency in interest or principal payments; or the likelihood that the borrower will enter bankruptcy or financial reorganization. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.

All impairment losses are recognized in profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized.

Financial liabilities

Financial liabilities comprise accounts payable and accrued liabilities and are classified at amortized cost. Under this classification, all cash flows from these instruments are discounted, where material, to their present value. Over time, this present value is accreted to the future value of remaining cash flows, and this accretion is recorded as interest expense.

The Corporation settles its accounts payable and accrued liabilities on a short-term basis and, therefore, the discounting and accretion of these financial liabilities are immaterial for the periods reported.

Amortized Cost

Financial liabilities measured at amortized cost, include borrowings, are initially measured at fair value, net of transaction costs. Financial liabilities measured at amortized cost are subsequent measured at amortized cost using the effective interest method, with interest recognized on an effective yield basis.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest costs over relevant periods. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or to the net carrying amount on initial recognition.

9

Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

Derecognition of Financial Liabilities

The Corporation de-recognizes financial liabilities when the obligations are discharged, cancelled, or expire.

Financing costs

Costs incurred to obtain equity financing are deducted from the value assigned to shares issued. When costs are incurred prior to the closing of a financing arrangement, these amounts are presented as a deferred asset until the financing has closed. When an expected financing arrangement does not occur, any deferred costs are recorded as an expense.

Share-based compensation

The Corporation offers a share option plan for its directors, officers, employees and selected consultants. The stock option plan allows the Corporation’s employees and consultants to acquire shares of the Corporation. The fair value of options granted is recognized as a share-based payment expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee.

The fair value is measured at the grant date and each tranche is recognized on a graded-vesting basis over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each period end, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

When stock options are exercised, the cash proceeds along with the amount previously recorded as equity reserves are recorded as share capital. When the right to receive options is forfeited before the options have vested, any expense previously recorded is reversed.

The fair value of warrants granted is measured using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which the warrants were granted.

Income taxes

Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current tax is 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 year.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the consumption of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net loss and comprehensive loss or in equity depending on the item to which the adjustment relates.

10

Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Deferred taxes (continued)

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Loss earnings per share

Basic loss earnings per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period which excludes shares held in escrow.

Diluted loss per share is determined by adjusting the earnings or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of dilutive instruments, which includes stock options, as if their dilutive effect was at the beginning of the period. The calculation of the diluted number of common shares assumes that proceeds received from the exercise of “in-the-money” stock options and common share purchase warrants are used to purchase common shares of the Corporation at their average market price for the period.

In periods that the Corporation reports a net loss, stock options are excluded from the calculation of diluted loss per share as their inclusion would be anti-dilutive.

Significant Accounting Judgements and Estimates

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the measurements of assets, liabilities, revenues, expenses and certain disclosures reported in these financial statements. Significant estimates made by management include the following:

Going concern

The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its working capital requirements.

Accounting standards and interpretations issued but not effective

The Company has reviewed the accounting standards or amendments to existing accounting standards that have been issued but have future effective dates and determined that these are either not applicable or are not expected to have significant impact on the Company's financial statements.

11

Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

3. SHARE CAPITAL

  • (a) Authorized - Unlimited common shares, with no par value (b) Issued – 9,260,001 common shares
# $
Balance,March 31, 2024 and December 31, 2023 9,260,001 594,925

Escrowed Shares

Subject to an Escrow Agreement pursuant to the requirements of the Exchange, 4,260,000 common shares issued on December 10, 2020 and May 10, 2021 will be held in escrow. Under the terms of the Escrow Agreement, these shares will be released as to 25% thereof on the completion of the Corporation’s QT, as defined in the policies of the Exchange, and as to 25% thereof on each of the 6th, 12th, 18th months following the initial release.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a QT, must also be deposited in escrow until the final exchange bulletin is issued.

All common shares of the Corporation acquired in the secondary market prior to the completion of a QT by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow.

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

The Corporation includes equity, comprised of issued common shares and reserves, in the definition of capital.

The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions.

To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

Risk Disclosures and Fair Values

The Corporation's financial instruments carried at amortized cost, consisting of cash and shortterm investment, accounts payable and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

5. RELATED PARTY TRANSACTIONS AND BALANCES

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

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Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

During the three months ended March 31, 2024 and 2023, the Corporation incurred rent and legal fees to a law firm whose partner is a director of the Corporation. An amount of $Nil (2023 - $3,390) has been included in rent, while an amount of $Nil (2023 - $Nil) was incurred in relation to legal fees. An amount is included in accounts payable and accrued liabilities of $Nil (2023 - $Nil) owing to this law firm.

There were no other transactions with related parties and no remuneration was paid to key management personnel during the three months ended March 31,2024 and March 31, 2023.

6. STOCK OPTIONS

The Corporation has established a stock option plan for its directors, officers and technical consultants under which the Corporation may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.

Options may be granted for a maximum term of ten years from the date of the grant, are nontransferable and expire within 90 days of termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire within one year thereafter.

Upon death, the options may be exercised by legal representation or designated beneficiaries of the holder of the option. Any shares issued upon exercise of the options prior to the Corporation entering into a QT will be subject to escrow restrictions. Unless otherwise stated, the options fully vest when granted.

Number of Weighted Average Weighted Average
Stock Options Exercise Price
Options outstanding, March 31, 2024 and
December 31, 2023 902,000 $ 0.08
Options exercisable, March 31, 2024 and
December 31, 2023 902,000 $ 0.08

The following are the options outstanding as at March 31, 2024:

Number of Weighted Remaining
Options Average Contractual Life
Security Type Issued Exercise Price (Years) Expiry Date
Options 313,000 $ 0.05 1.89 February 22, 2026
Options 589,000 $ 0.10 2.29 July 16, 2026
**Total ** 902,000 $ 0.08

7. WARRANTS

The following table reflects the continuity of warrants for the periods presented:

Number of Weighted Average
Warrants Exercise Price
Balance, March 31, 2024 and December 31, 2023 500,000 $
0.10

13

Bigstack Opportunities I Inc. Notes to Financial Statements (Expressed in Canadian Dollars) For the three months ended March 31, 2024 and 2023

(i) The warrants were valued using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 100%, risk free return of 0.87% and an expected remaining life of 5 years. The Corporation has recorded a $ 37,000 expense in the twelve month period ended December 31, 2021 in connection with the issuance of the warrants.

The following table reflects the actual warrants issued and outstanding as of December 31, 2023:

Number of Remaining
Warrants Contractual Life
Security Type Outstanding Exercise Price (Years) Expiry Date
Warrant 500,000 $ 0.10 2.29 July 16, 2026
Total 500,000 $ 0.10 2.29

8. INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes at statutory rates of 26.5% (2023 – 26.5%) to the effective income tax expense is as follows:

For the three months ended March 31, 2024 2023
Net loss before income taxes $ 7,942 $ 15,776
Expected income tax benefit based on
statutory rates $ 2,105 $ 4,180
Increase (decrease) to the income tax
benefit resulting from:
Share issue costs - -
Permanent differences and others $ 2,105 $ 4,180
Changes in unrecognized tax assets - -
Income tax (recovery) expense - -

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The following is an aged analysis of the accounts payable and accrued liabilities:

March 31, 2024
Less than 1 month $ 3,555
1to 6months -
Totalaccounts payable and accruedliabilities $ 3,555

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