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Shelfie Tech — Interim / Quarterly Report 2025
May 30, 2025
48529_rns_2025-05-29_7f59428d-fd08-4790-aea2-934a8b7c06bc.pdf
Interim / Quarterly Report
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SHELFIE-TECH LTD
CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(Expressed in United States Dollars)
SHELFIE-TECH LTD
CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(Expressed in United States Dollars)
TABLE OF CONTENTS
| Page | |
|---|---|
| Condensed Interim Statements of Financial Position | 4 |
| Condensed Interim Statements of Comprehensive Loss | 5 |
| Condensed Interim Statements of Changes in Shareholders' Equity (Deficit) | 6 |
| Condensed Interim Statements of Cash Flows | 7 |
| Notes to Condensed Interim Financial Statements | 8-14 |
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SHELFIE-TECH LTD
NOTICE OF NO AUDITOR REVIEW OF THE
CONDENSED INTERIM FINANCIAL STATEMENTS
In accordance with National Instrument 51-102 - Continuous Disclosure Obligations, of the Canadian Securities Administrators, the Company (as defined herein) discloses that its auditors have not reviewed the accompanying unaudited condensed interim financial statements.
The accompanying unaudited condensed interim financial statements of SHELFIE-TECH LTD (“Shelfie”, or the “Company”) for the three months ended March 31, 2025, have been prepared by and are the responsibility of the Company’s management and have not been reviewed by the Company’s auditors.
SHELFIE-TECH LTD
CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION
(Expressed in United States Dollars)
(Unaudited)
| Note | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| ASSETS | |||
| Current Assets | |||
| Cash | $ 289,100 | $ 426,321 | |
| Short term deposit | 8,069 | - | |
| Restricted cash | 1.c | 1,230,648 | 1,183,030 |
| VAT receivable | 11,093 | 5,615 | |
| Prepaid expenses | - | 14,252 | |
| Related parties receivable | 4 | 29,747 | - |
| Total Current Assets | 1,568,657 | 1,629,218 | |
| Total assets | $ 1,568,657 | $ 1,629,218 | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||
| Current Liabilities | |||
| Receipt on account of shares | 1.c | $ 1,230,648 | $ 1,183,030 |
| Accounts payable | 282,191 | 256,048 | |
| Related parties payable | 4 | - | 18,279 |
| Accrued expenses | - | 16,452 | |
| Total Current Liabilities | 1,512,839 | 1,473,809 | |
| Total liabilities | 1,512,839 | 1,473,809 | |
| Shareholders' Equity | |||
| Share Capital | 5 | 53 | 53 |
| Additional paid in capital | 5 | 2,660,063 | 2,660,063 |
| Accumulated deficit | (2,604,298) | (2,504,707) | |
| Total Shareholders' Equity | 55,818 | 155,409 | |
| Total Liabilities And Shareholders' Equity | $ 1,568,657 | $ 1,629,218 |
“Joseph Ben Tsur”
“Alan Rootenberg”
Director, Chief Executive officer
Joseph Ben Tsur
Director, Chief Financial Officer
Alan Rootenberg
Date of approval of condensed interim financial statements: May 29, 2025.
The accompanying notes are an integral part of the condensed interim financial statements.
4
SHELFIE-TECH LTD
CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in United States Dollars)
(Unaudited)
| | Note | Three months ended
March 31, | |
| --- | --- | --- | --- |
| | | 2025 | 2024 |
| Operating Expenses | | | |
| Research and development costs | 7 | $ 40,526 | $ 13,615 |
| General and administration costs | 8 | 55,236 | 23,171 |
| Sales and marketing expenses | | - | 2,000 |
| Operating Loss | | (95,762) | (38,786) |
| Other income (expenses) | | | |
| Interest income | | - | 659 |
| Foreign exchange gain (loss) | | (3,829) | 404 |
| Total other income (expenses) | | (3,829) | 1,063 |
| Loss and comprehensive loss for the period | | $ (99,591) | $ (37,723) |
| Basic and fully diluted loss per share | | $ (0.00) | $ (0.00) |
| Weighted average number of shares outstanding | | 20,974,640 | 19,855,378 |
The accompanying notes are an integral part of the condensed interim financial statements.
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SHELFIE-TECH LTD
CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(Expressed in United States Dollars)
(Unaudited)
| Ordinary share capital | Additional paid in capital | Accumulated deficit | Total Shareholders' Equity (Deficit) | |||
|---|---|---|---|---|---|---|
| Ordinary shares | ||||||
| Number of shares | Amount | |||||
| Balance -December 31, 2023 | 19,855,378 | $ | 51 | $ 2,158,439 | $ (2,393,385) | $ (234,895) |
| Loss and comprehensive loss for the period | - | - | - | (37,723) | (37,723) | |
| Balance - March 31, 2024 | 19,855,378 | $ | 51 | $ 2,158,439 | $ (2,431,108) | (272,618) |
| Balance -December 31, 2024 | 20,974,640 | $ | 53 | $ 2,660,063 | $ (2,504,707) | $ 155,409 |
| Loss and comprehensive loss for the period | - | - | - | (99,591) | (99,591) | |
| Balance -March 31, 2025 | 20,974,640 | $ | 53 | $ 2,660,063 | $ (2,604,298) | $ 55,818 |
The accompanying notes are an integral part of the condensed interim financial statements.
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SHELFIE-TECH LTD
CONDENSED INTERIM STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
| Three months ended
March 31, | | |
| --- | --- | --- |
| | 2025 | 2024 |
| Cash flows from operating activities | | |
| Net loss for the period | $ (99,591) | $ (37,723) |
| Adjustments for: | | |
| Interest income | - | (659) |
| Changes in non-cash working capital: | | |
| Decrease (increase) in VAT receivable | (5,478) | 5,146 |
| Increase in in amounts owed to related parties | - | 7,637 |
| Increase (decrease) in accounts payable | 26,143 | (16,545) |
| Decrease (increase) in prepaid expenses | 14,252 | (7,452) |
| Increase (decrease) in accrued expenses | (16,452) | 5,433 |
| | (81,126) | (44,163) |
| Cash flows from investing activities | | |
| Short term deposit | (8,069) | - |
| Restricted cash receipts | (47,618) | - |
| | (55,687) | - |
| Cash flows from financing activities | | |
| Amounts received from (paid to) related parties | (48,026) | 40,312 |
| Receipts on account of shares | 47,618 | - |
| | (408) | 40,312 |
| Decrease in cash | (137,221) | (3,851) |
| Cash, beginning of period | 426,321 | 9,616 |
| Cash, end of period | $ 289,100 | $ 5,765 |
The accompanying notes are an integral part of the condensed interim financial statements.
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SHELFIE-TECH LTD
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2025
(Expressed in United States Dollars)
(Unaudited)
NOTE 1 - GENERAL
a) SHELFIE-TECH LTD ("Shelfie" or the "Company") was incorporated on November 18, 2021 in Israel. The Company's robotic retail shelf monitoring system uses advanced machine learning and image processing algorithms to automatically optimize inventory management and retail store shelf filling while ensuring an enhanced customer experience. The Company's head office is located at 4 Ariel Sharon, Givatayim, Israel.
b) Since its inception, the Company has invested the majority of its funds in the development of its robotic retail shelf monitoring system, resulting in accumulated losses amounting to $2,604,298. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. Management's plans in this regard include continued development, marketing and selling of its products and services as well as seeking additional financing arrangements. Although management continues to pursue these plans, these circumstances raise substantial doubt about the Company's ability to continue as a going concern. In the event that the Company is unable to achieve profitability or obtain additional financing, operations will need to be scaled back or discontinued. The financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
c) During November and December 2024, the Company received $1,183,030 ("Restricted Funds") from investors to be held by the Company pending release as noted below. The Restricted Funds are in respect of subscription receipts to issue 1,792,469 Shares at $0.66 per share ("Underlying Shares"). The Restricted Funds will be released by the Company upon (a) the receipt by the Company of a final receipt from the Ontario Securities Commission (or such other securities regulator as the Company selects as its principal regulator) for a final long form prospectus qualifying the underlying shares; and (b) the Company being conditionally approved for listing on the CSE.
During December 2024, the Company received $600,000 in respect of a private placement and issued 909,092 shares, representing a price per share of $0.66. Net proceeds from the private placement were $459,273.
On April 28, 2025, the Company received a letter from the Canadian Securities Exchange (the "CSE") confirming conditional approval to list its common shares for trading on the CSE. The conditional approval follows the receipt by the Company of a receipt for its Final Long Form Prospectus dated April 22, 2025 relating to the securities of the Company. On April 29, 2025, the Restricted Funds were released to the Company and the Company issued the Underlying Shares. The Company's shares commenced trading on the CSE from May 26, 2025.
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SHELFIE-TECH LTD
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
NOTE 1 – GENERAL (continued)
d) On October 7, 2023, an unprecedented attack was launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the Gaza Strip and in other areas within the state of Israel attacking civilians and military targets while simultaneously launching extensive rocket attacks on the Israeli population. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. In response, the Security Cabinet of the State of Israel declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. To date, the State of Israel continues to be at war with Hamas.
Since the war broke out on October 7, 2023, the Company’s operations have not been adversely affected by this situation, and has not experienced disruptions to its activities. However, at this time, it is not possible to predict the intensity or duration of the war, nor can the Company predict how this war will ultimately affect Israel’s economy in general and it continues to monitor the situation closely and examine the potential disruptions that could adversely affect operations.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
The Company prepares its unaudited condensed interim financial statements in accordance with International Financial Reporting Standards (“IFRS”) using the accounting policies described herein as issued by International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations. These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting. The unaudited condensed interim financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2024.
The policies applied in these condensed interim financial statements are based on IFRS effective as of March 31, 2025.
Basis of Presentation
These condensed interim financial statements are prepared on a going concern basis and have been presented in United States dollars which is the Company’s functional and reporting currency.
Basis of Measurement
These condensed interim financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value.
Significant Accounting Judgments and Estimates
The significant accounting policies used in the preparation of these interim financial statements are consistent with those described in the notes to the Company’s audited annual financial statements for the prior year end.
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SHELFIE-TECH LTD
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Financial risk factors
The Company is exposed to a variety of financial risks such as: market risks (mainly currency risks), credit risks and liquidity risks. The Company’s overall risk management plan focuses on the unpredictability of financial markets and seeks to minimize the potential adverse effects on the Company’s financial performance.
Risk management is performed by the Company’s finance department according to the policies authorized by the board of directors.
a) Market risk - Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
The functional currency of the Company is the United States dollar, (“USD”) however, some of the Company's assets and liabilities are financial instruments denominated in New Israeli shekels (“ILS”).
The Company operates internationally and is exposed to foreign exchange risks due to exposure to foreign currencies. Foreign exchange risk arises from future commercial transactions and assets or liabilities denominated in foreign currency.
The Company’s policy to reduce its exposure to changes in exchange rates is based on maintaining, where possible, the balances of current foreign monetary assets, according to the currency of foreign current liabilities.
As of March 31, 2025, if the Company’s functional currency (USD) had strengthened/ weakened by 5% against the ILS, with all other variables held constant, the loss for the period would decrease /increase by approximately $14,000.
b) Credit risk
Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the end of the reporting period.
Credit risks are treated at the Company level. Credit risks arise typically from cash and cash equivalents, trade receivables and other current assets.
No credit limits were exceeded during the reported periods and Company’s management does not expect any losses from non-performance of these parties.
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SHELFIE-TECH LTD
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
c) Liquidity risk
Liquidity risk exists where the Company might encounter difficulties in meeting its financial obligations as they become due. The Company monitors its liquidity in order to ensure that sufficient liquid resources are available to allow it to meet its obligations.
Cash flow forecasting is performed by the Company’s finance department. The finance department monitors rolling forecasts of the Company’s liquidity requirements to ensure that it has sufficient cash to meet operational needs. The table below presents the Company’s financial liabilities based on contractual undiscounted payments, the maturities of which are within one year.
| Carrying amount | |
|---|---|
| Receipt on account of shares | $ 1,230,648 |
| Accounts payable | 282,191 |
| $ 1,512,839 |
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SHELFIE-TECH LTD
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
NOTE 4 – TRANSACTIONS AND BALANCES WITH RELATED PARTIES
Compensation to key management personnel
a) On January 1, 2024, a CEO services consulting agreement (the “CEO Agreement”) was signed between the Company and Mida Consulting and Investments Ltd (“Mida”), a company controlled by the CEO of the Company, pursuant to which the Company shall pay the CEO $5,000 per month. On June 3, 2024 the Company and Mida signed an amendment to the CEO Agreement, pursuant to which the CEO would not receive any compensation until such time as the Company was publicly listed company and has raised an additional $1,000,000 post such listing.
b) On February 1, 2022, the Company entered into an occupancy rental agreement with A2Z Cust2Mate Solutions Corp, (“A2Z”), a company controlled by the CEO of the Company (the “Rental Agreement”). The Rental Agreement expired on January 31, 2023 and was renewed several times and most recently, on January 1, 2025, through to June 30, 2025. The Company’s base rent is ILS2,000 per month ($590). The Company has elected to not recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less and for leases of low-value assets.
c) On April 1, 2022, the Company and the CFO of the Company entered into a CFO services agreement pursuant to which the CFO would receive an amount of $2,000 per month. Following the Company’s listing on the CSE as noted in Note 1c, the amount shall increase to $3,000 per month.
d) The compensation to key management personnel for consulting services they have provided to the Company is as follows:
| | Three months ended
March 31, | |
| --- | --- | --- |
| | 2025 | 2024 |
| CFO | $ 6,000 | $ 6,000 |
| | $ 6,000 | $ 6,000 |
e) Balances with related parties:
| | March 31,
2025 | December 31,
2024 |
| --- | --- | --- |
| Amounts owed to the CFO | $ 38,000 | $ 36,000 |
| Amounts owed to the Company by a company
controlled by the CEO | (67,747) | (17,721) |
| | $ (29,747) | $ 18,279 |
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SHELFIE-TECH LTD
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
NOTE 5 - SHARE CAPITAL
a) Composition of share capital:
| March 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Authorized | Issued and outstanding | Authorized | Issued and outstanding | |
| Number of shares | Number of shares | |||
| Ordinary shares of NIS 0.0000075 par value each ("Shares") | 1,600,000,000 | 20,974,640 | 1,600,000,000 | 20,974,640 |
b) Rights attached to shares
Voting rights at the general meeting, right to dividend, rights upon liquidation and right to nominate the directors in the Company.
c) Transactions during the period:
During January 2025, the Company received an additional $47,618 of Restricted Funds. The Restricted Funds are in respect of subscription receipts to issue 72,148 Shares at $0.66 per share.
NOTE 6 - CAPITAL MANAGEMENT
The Company's capital comprises share capital and accumulated other comprehensive loss. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company in order to support the Company's business activities. The Board of Directors does not establish quantitative return on capital criteria for management; it relies on the expertise of the Company's management to sustain future development of the business.
The intellectual property in which the Company currently has an interest is in the development stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned research and development and pay for administrative costs, the Company intends to raise additional amounts as needed (Note 1).
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
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SHELFIE-TECH LTD
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
For the three months ended March 31, 2025 and 2024
(Expressed in United States Dollars)
(Unaudited)
NOTE 7 – RESEARCH AND DEVELOPMENT COSTS
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Professional and consulting fees | $ 11,336 | $ - |
| Patent | - | 11,752 |
| Software development- subcontractors | 29,190 | 1,863 |
| $ 40,526 | $ 13,615 |
NOTE 8 – GENERAL AND ADMINISTRATION COSTS
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Professional and consulting fees | $ 52,990 | $ 21,271 |
| Office rental and other related expenses | 2,246 | 1,900 |
| $ 55,236 | $ 23,171 |
NOTE 9 – COMMITMENTS
On October 30, 2022, the Company entered into an agreement with Buchwalter Presentation and Storage Ltd. (“Buchwalter”) under which Buchwalter, a leading supplier of products, fixtures and technologies to supermarkets in Israel will serve as exclusive representatives of the Company in Israel. Buchwalter will have exclusive distribution rights for the Company’s products in Israel until March 31, 2026 based on Buchwalter achieving specified sales targets.
NOTE 10 – SUBSEQUENT EVENTS
On April 29, 2025, the Restricted Funds were released to the Company and the Company issued 1,864,617 shares as detailed in Note 1c.
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