Edgar Filing: BIG FLASH CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Current Report
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 28, 2006

BIG FLASH CORPORATION
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(Exact name of registrant as specified in its charter)

Delaware 000-31187 87-0638336
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

19 East 200 South, Suite 1080, Salt Lake City, Utah 84111
(Address of principal executive offices) (ZIP Code)

(801) 322-3401 (Registrant's telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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FORM 8-K/A

As used in this Current Report on Form 8-K, unless the context
otherwise requires, the terms "we," "us," "Big Flash," and "the Company," refer
to Big Flash Corporation, a Delaware corporation, together with its
subsidiaries.

This Information Statement and other reports that we file with the SEC
contain certain forward-looking statements that involve risks and uncertainties
relating to, among other things, the closing of the Merger transaction and our
future financial performance or future events. Forward-looking statements give
management's current expectations, plans, objectives, assumptions or forecasts
of future events. All statements other than statements of current or historical
fact contained in this Information Statement, including statements regarding our
future financial position, business strategy, budgets, projected costs and plans
and objectives of management for future operations, are forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "anticipate," "estimate," "plans," "potential," "projects,"
"ongoing," "expects," "management believes," "we believe," "we intend," and
similar expressions. These statements involve known and unknown risks,
estimates, assumptions and uncertainties that could cause actual results to
differ materially from the results set forth in the information statement. You
should not place undue reliance on these forward-looking statements. You should
be aware that our actual results could differ materially from those contained in
the forward-looking statements due to a number of factors such as:

o continued development of our technology;
o lack of product revenues
o successful completion of clinical trials and obtaining regulatory
approval to market
o ability to protect our intellectual property
o dependence on collaborative partners
o ability to generate positive cash flow
o ability to raise additional capital if and when necessary
o dependence on key personnel;
o competitive factors;
o the operation of our business; and
o general economic conditions.

These factors should be considered carefully and readers are cautioned not
to place undue reliance on such forward looking statements These forward-looking
statements speak only as of the date on which they are made, and except to the
extent required by federal securities laws, we undertake no obligation to update
any forward-looking statements to reflect events or circumstances after the date
on which the statement is made or to reflect the occurrence of unanticipated
events. In addition, we cannot assess the impact of each factor on our business
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

On April 28, 2006, we directly and indirectly through our Canadian holding
corporation, completed the acquisition of 100% of the issued and outstanding
shares and warrants of IntelGenx Corp. ("IntelGenx"), a Canadian corporation
based in the Province of Quebec, Canada. Following completion of the
acquisition, IntelGenx will continue its operations as a controlled subsidiary
of Big Flash (the "IntelGenx Acquisition").

We acquired the shares of IntelGenx held by its principal shareholders
pursuant to a share exchange agreement dated April 10, 2006 which we entered
into with IntelGenx and the principals of IntelGenx. We also acquired 100,000
common share purchase warrants of IntelGenx pursuant to a securities purchase
agreement which we entered into with Patrick J. Caruso, in exchange for 100,000
common share purchase warrants of Big Flash. We also acquired 3,191,489 common
shares of IntelGenx from [34] investors. These investors had subscribed for and
purchased their IntelGenx shares pursuant to subscription agreements entered
into and accepted by IntelGenx on April 28, 2006 and letters of transmittal and
acceptance and powers of attorney executed by the investors.

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Terms of Share Exchange Agreement

Our special purpose Canadian subsidiary, 6544361 Canada Inc., completed the
acquisition of the 10,991,000 common shares of IntelGenx held by Horst Zerbe,
Ingrid Zerbe and Joel Cohen (the "IntelGenx Principals") pursuant to the Share
Exchange Agreement and other agreements among Big Flash, its wholly owned
subsidiary 6544631 Canada Inc. ("Exchangeco"), the IntelGenx Principals and
Equity Transfer Services Inc. ("Equity"). Under the Share Exchange Agreement,
Exchangeco acquired all of the issued and outstanding common shares of IntelGenx
held by the IntelGenx Principals in exchange for 10,991,000 Class A Special
Shares of Exchangeco ("Exchangeable Shares"). At closing of the Share Exchange
Agreement, Big Flash, Exchangeco, the IntelGenx Principals and Equity entered
into an Exchange and Voting Trust Agreement (the "Exchange and Voting Trust
Agreement") pursuant to which 10,991,000 shares of Big Flash common stock (the
"Trust Shares") were issued to Equity, in its capacity as trustee for the
Principals, as security for Big Flash's covenants under the provisions of the
Exchangeable Shares. At closing, Big Flash, Exchangeco and Equity also entered
into a support agreement ("Support Agreement") which, among other things, sets
forth the terms and conditions upon which the IntelGenx Principals may exchange
the Exchangeable Shares for a corresponding number of shares of Big Flash common
stock. Big Flash may satisfy its obligations by instructing the Trustee to
deliver one Big Flash common share for each such Exchangeable Share. Big Flash,
Exchangeco, Equity and the IntelGenx Principals also entered into an escrow
agreement (the "Escrow Agreement") pursuant to which the IntelGenx Principals
have deposited into escrow with Equity, as escrow agent, all of the Exchangeable
Shares and they have undertaken to deposit with Equity any Trust Shares for
which the Exchangeable Shares may be exchanged from time to time, over a term of
3 years following closing. The Escrow Agreement provides that the Exchangeable
Shares and any Trust Shares held in escrow may not be sold, assigned or
transferred, except as expressly permitted under the Escrow Agreement, and shall
be released from escrow at the end of the 3-year term.

The Trustee, as the holder of record of the Trust Shares, shall be entitled
to all of the voting rights, including the right to vote in person or by proxy
the Trust Shares on any matters, questions, proposals or propositions whatsoever
that may properly come before the stockholders of Big Flash or at a meeting of
Big Flash stockholders or in connection with respect to all written consents
sought by Big Flash from its stockholders (the "Voting Rights"). The Voting
Rights shall be and remain vested in and exercised by the Trustee. As further
particularized in the Exchange and Voting Trust Agreement, the Trustee shall
exercise the Voting Rights only on the basis of instructions received from the
IntelGenx Principals entitled to instruct the Trustee as to the voting thereof
at the time at which the stockholders meeting is held or a stockholders' consent
is sought.

To the extent that no instructions are received from an IntelGenx Principal
with respect to the Voting Rights to which such person is entitled, the Trustee
shall not exercise or permit the exercise of such Voting Rights.

Under the terms of the Exchangeable Shares, the IntelGenx Principals will
have the right to exchange the Exchangeable Shares for a corresponding number of
shares of Big Flash common stock at any time after closing of the transaction.
Prior to the exercise of such exchange rights, Equity will be the owner of
record of the Trust Shares and will retain power to vote the Trust Shares or
grant consent in regard to any and all matters presented for approval by the
holders of Big Flash common stock. Under the terms of the Exchange and Voting
Trust Agreement, Equity, in its capacity as trustee, will act in regard to such
matters only in accordance with instructions given by the IntelGenx Principals,
respectively.

In its capacity as trustee, Equity does not have any powers of disposition
over the Trust Shares except as expressly required under the Exchange and Voting
Trust Agreement and the Support Agreement.

All of such Exchangeable Shares and the Trust Shares were issued pursuant
to the exemptions from registration provided under National Instrument 45-106
under Canadian securities laws and will be exempt from registration under the

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Securities Act of 1933, as amended, pursuant to Section 4(2) of that Act and
Regulation D - Rule 506 and/or Regulation S promulgated thereunder.

Immediately prior to closing of the Share Exchange Agreement, IntelGenx
issued 3,191,489 common shares to 34 investors ("Investors") pursuant to private
placement subscription agreements at an issue price of (Cdn.) $0.47 per share.
At closing, all of the 3,191,489 common shares of IntelGenx held by the
Investors were transferred to Big Flash pursuant to Big Flash in exchange for
3,191,489 shares of Big Flash common stock pursuant to letters of transmittal
and acceptance and powers of attorney executed by the Investors.

At closing, we entered into a securities purchase agreement ("Caruso
Securities Purchase Agreement") with Patrick J. Caruso pursuant to which we
purchased from Mr. Caruso warrants to purchase 100,000 common shares of
IntelGenx at (Cdn.) $0.47 per share on or before March 15, 2008 in exchange for
which we issued to Mr. Caruso warrants entitling the holder to purchase 100,000
shares of Big Flash common stock at $0.41 per share on or before April 28, 2008.
Additionally, at closing, we entered into a business consultancy agreement
("Caruso Consulting Agreement") with Mr. Caruso pursuant to which we issued to
Mr. Caruso 325,000 shares of Big Flash common stock as a non-refundable
retainer, and in full payment of investor relations services to be rendered by
Mr. Caruso under the agreement.

After giving effect to the issuance of the 10,991,000 shares of Big Flash
common stock under the Share Exchange Agreement, the issuance of 3,191,489
shares of Big Flash stock to the Investors, the issuance of 100,000 warrants of
Big Flash pursuant to the Caruso Securities Purchase Agreement and the issuance
of 325,000 shares of Big Flash common stock pursuant to the Caruso Consulting
Agreement, the number of Trust Shares that will be issued to Equity as trustee
for the Vendors in the aggregate will constitute 68.7% of the approximately 16
million shares of Big Flash common stock that will be issued and outstanding.
After giving effect to the issuance of the shares of Big Flash in connection
with the IntelGenx acquisition, Horst Zerbe, Ingrid Zerbe and Joel Cohen will,
pursuant to rights attached to the Exchangeable Shares to be issued to them
under the Share Exchange Agreement, be entitled to acquire and beneficially own,
respectively, 4,709,643, 4,709,643 and 1,571,713 shares of Big Flash common
stock constituting, respectively, 29.4%, 29.4% and 9.8% of the Big Flash common
stock that will be issued and outstanding.

Prior to the completion of the IntelGenx acquisition and except for the
Share Exchange Agreement and the transactions contemplated thereunder, neither
IntelGenx nor the shareholders of IntelGenx were or have been engaged in any
direct or indirect transaction with Big Flash and the IntelGenx acquisition is
not considered a related party transaction.

Pursuant to the terms of the Support Agreement, the holders of the
Exchangeable Shares will economically benefit to the same extent as direct
shareholders of Big Flash in the event of any dividend or other distribution.

Exchangeco shall on any day ("Redemption Date") to be determined by
Exchangeco's board of directors after the tenth anniversary of the date of the
IntelGenx acquisition, redeem the then outstanding Exchangeable Shares for an
amount per Exchangeable Share (the "Redemption Price") equal to (I) the current
market price of a Big Flash common share on the last business day prior to the
Redemption Date (which may be satisfied in full by Exchangeco causing an
instruction to be given to the Trustee to deliver, in respect of each
Exchangeable Share held by each respective holder thereof, one Big Flash common
share, and obtaining written confirmation of such delivery by the Trustee), plus
(ii) the unpaid dividend amount, if any, on each such Exchangeable Share held by
such holder on any dividend record date which occurred prior to the Redemption
Date.

The Exchangeable Shares may, at any time prior to the Redemption Date, be
exchanged by any of the IntelGenx Principals in exchange for the same number of
shares of Big Flash common stock. The number of shares of Big Flash common stock
to be transferred to the holders of the Exchangeable Shares upon such exchange
will be subject to corresponding adjustment in the event of any Big Flash

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securities dividend, forward split, reverse split, or similar event. The holders
of the Exchangeable Shares will also benefit to an identical extent as all other
Big Flash shareholders in the event of a tender offer or other similar
transaction.

All Big Flash events related to payment of dividends, redemption or
purchase or any capital distribution in respect of Big Flash common shares or
any shares other than the Exchangeable Shares, redemption or purchase of any
shares other than the Exchangeable Shares, or issuance of any other exchangeable
shares, shall in each case be subject to approval by holders of not less than
66.6% of then-outstanding Exchangeable Shares. In addition, Big Flash must
obtain the same consent prior to any action to reclassify, subdivide, re-divide
or make any similar change to the outstanding shares of Big Flash, or effect an
amalgamation, merger, reorganization or other transaction affecting the Big
Flash shares of common stock.

Business of IntelGenx

IntelGenx is a drug delivery company established in 2003 and headquartered
in Montreal (Quebec), which focuses on the development of oral
controlled-release products for the generic pharmaceutical market as well as
novel mucosal delivery systems. IntelGenx was incorporated on June 15, 2003 by
Ingrid Zerbe.

IntelGenx currently has two unique, proprietary platform technologies that
it uses to develop products: a Tri-Layer Tablet technology which allows for the
development of oral controlled release products, and a Quick Release Wafer
technology for the rapid delivery of pharmaceutically active substances to the
oral cavity. IntelGenx's Tri-layer technology is aimed at reducing manufacturing
costs significantly as compared to competing delivery technologies. The wafer
technology allows for the instant delivery of pharmaceuticals to the oral
mucosa.

The company currently has two unique, proprietary platform technologies
that it uses to develop products: (a) a Tri-Layer Tablet technology which allows
for the development of oral controlled release products, and (b) a Quick Release
Wafer technology for the rapid delivery of pharmaceutically active substances to
the oral cavity. The Company's Tri-layer technology is very versatile and
reduces manufacturing costs significantly as compared to competing delivery
technologies. The wafer technology allows for the instant delivery of
pharmaceuticals to the oral mucosa and presently has no direct competition.

IntelGenx's business strategy is to develop pharmaceutical products based
on its proprietary drug delivery technologies and license the commercial rights
to competent partner companies once the viability of the product has been
demonstrated. The company focuses on lifecycle management opportunities of
existing blockbuster products using the 505(b)(2) approach to obtaining FDA
approval. Under ss.505(b)(2) of the US Food And Drug Act, the product will enjoy
3 years of market exclusivity after launch. Pharmaceutical companies will
partner with drug delivery companies who possess innovative technologies to
develop these special dosage formulations.

IntelGenx has established a strategic partnership with Keata Pharma Inc., a
wholly owned subsidiary of PharmEng International Inc. based in Markham,
Ontario. Under this partnership, Keata Pharma provides pharmaceutical
manufacturing services to the company and promotes IntelGenx' product
development services to interested pharmaceutical companies. In addition,
IntelGenx and Keata are co-developing generic products for the European generic
market.

Technology Platforms

IntelGenx's Tri-Layer platform technology represents a new generation of
controlled release layered tablets to modulate the release of active compounds.
The technology is based on a tri-layer tablet with an active core layer and two
erodible cover layers. The release of the active from the core matrix initially
occurs in a first-order fashion. As the erodible layers start to disintegrate,
the permeation of the active ingredient through the cover layers increases. The

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Tri-Layer tablet can thus produce linear (zero-order) kinetics for releasing a
chemical compound over a desired period. The erosion rate of the cover layers
can be customized according to the physico-chemical properties of the active
drug.

IntelGenx's Instant Delivery Film technology is made up of a thin (25-35
micron) polymeric film comprised of USP components that are safe and approved by
the FDA for use in food, pharmaceutical, and cosmetic products. Derived from the
edible film technology used for breath strips and initially developed for the
instant delivery of savory flavors to food substrates, the Instant Delivery Film
has distinct advantages over existing fast dissolving oral tablets which make it
the application system of choice for indications requiring rapid onset of action
like migraine, motion sickness and nausea.

Intellectual Property and Patent Protection

We plan to aggressively continue to protect IntelGenx Corp.'s intellectual
property and technology by applying for patent protection in the United States
and in the most relevant foreign markets in anticipation of future
commercialization opportunities.

IntelGenx Corp. intends to file core technology patents covering the use of
its platform technologies in any pharmaceutical products. IntelGenx Corp. also
relies on trade secrets, common law trademark rights and trademark registrations
and intends to protect its intellectual property through non-disclosure
agreements, license agreements and appropriate restrictions and controls on the
distribution of information.

----------------------- ------------------------ ------------------------------------ -----------------------

Patent No. Title Subject Date submitted/issued
----------------------- ------------------------ ------------------------------------ -----------------------

US 6,231,957 Rapidly disintegrating The composition, manufacturing,
flavor wafer for and use of rapidly disintegrating May 15, 2001
flavor enrichment flavored films for releasing
flavors to certain substrates
----------------------- ------------------------ ------------------------------------ -----------------------
US 6,660,292 Rapidly disintegrating Composition and manufacturing of
film for precooked flavored films for releasing December 9, 2003
foods flavors to precooked food
substrates
----------------------- ------------------------ ------------------------------------ -----------------------
US Appl. Flavored film Composition and manufacturing
10/123,142 method of multi-layered films April 16, 2002
----------------------- ------------------------ ------------------------------------ -----------------------
US Appl. 60/755,280 Multilayer Tablet Formulation and Method of
Preparation of Multilayered December 30, 2005
Tablets
----------------------- ------------------------ ------------------------------------ -----------------------

US Appl. 60/748,298 Multi-Vitamin And Formulation And Method of December 7, 2005
Mineral Supplement Preparation of Prenatal
Multivitamin Supplement
----------------------- ------------------------ ------------------------------------ -----------------------

US Appl. 60/772,547 Delayed Release Oral Formulation And Method Of Making February 13, 2006
Dosage Form And Method Bilayer Tablets Containing
Of Making Same Delayed-Release Diclofenac And
Misoprostol
----------------------- ------------------------ ------------------------------------ -----------------------

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Product Portfolio

IntelGenx Corp. has assembled a product portfolio that includes an
attractive blend of generic products that will generate short-term revenues and
high-potential opportunities that are based on the company's proprietary
delivery technology.

INT0001/2004. This is the most advanced generic product involving
IntelGenx's trilayer technology. Equivalency with the reference product Toprol
XL and its European equivalent Beloc-ZOK has been demonstrated in-vitro. The
product has been tested in phase I studies.

INT0003/2005. The company has entered a development agreement with Cary
Pharmaceuticals for the development of a once-daily tablet product containing an
antidepressant and a nicotine antagonist. The product is intended for smoking
cessation.

INT0004/2006. The formulation development for a total of four strengths,
two of them being 505(b)(2) submissions, are ongoing.

INT0005/2005. IntelGenx is developing a bilayer tablet containing a
fixed-dose combination of a non-steroidal anti-inflammatory drug and a synthetic
prostaglandin. Formulation development is completed and a pilot bio batch has
been manufactured.

INT0006/2005. IntelGenx has entered into a development agreement with
Novavax Inc., a pharmaceutical company based in Malvern, PA for the development
and manufacturing of a prenatal vitamin supplement product involving the
company's proprietary manufacturing technology and expects to commence
commercialization of the product in Q4/2006.

INT0007/2006. A wafer product based on IntelGenx's proprietary edible film
technology is in its early development stage. The product is intended for the
treatment of erectile dysfunction (ED).

The key product opportunities are summarized in the following table:

-------------------------------------------- ---------------------------- ----------------------------------

Product Indication Status
-------------------------------------------- ---------------------------- ----------------------------------

INT0001/2004 CHF, Hypertension Pivotal batches in preparation
-------------------------------------------- ---------------------------- ----------------------------------
INT0003/2005 Smoking cessation Pilot biobatch completed
-------------------------------------------- ---------------------------- ----------------------------------
INT0004/2006 Antidepressant Formulation development
-------------------------------------------- ---------------------------- ----------------------------------
INT0008/2006 nicotine antagonist Early formulation development
-------------------------------------------- ---------------------------- ----------------------------------
INT0006/2005 Pre-natal vitamin Manufacturing scale-up
supplement
-------------------------------------------- ---------------------------- ----------------------------------
INT0005/2005 Osteoarthritis Pilot batch completed.
-------------------------------------------- ---------------------------- ----------------------------------
INT0007/2006 ED Pre-formulation activities
-------------------------------------------- ---------------------------- ----------------------------------

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Marketing

IntelGenx develops pharmaceutical products based on its proprietary drug
delivery technologies and licenses the commercial rights to competent partner
companies once the viability of the product has been demonstrated.

The company is positioning its delivery technology as an opportunity for
lifecycle management of products for which the patent protection of the active
ingredient is about to expire. While the substance patent cannot be extended,
patent protection can be obtained for a new and improved formulation, which has
to be filed with the FDA under a 505(b)(2) application and will enjoy a three
year market exclusivity. IntelGenx' management believes that these "505(b)(2)
products" represent the most lucrative opportunity for the company to date.

IntelGenx also focuses on generic products that are not 505(b)(2)
candidates but that have certain barriers to entry where development and
manufacturing are more complex and therefore limit the number of potential
entrants into the generic market.

Research and Development

IntelGenx is currently working on several 505(b)(2) opportunities using its
Tri-Layer and Quick Release Wafer platform technologies. The company sources its
505(b)(2) projects in two ways: either it develops a potential product to proof
of concept stage and then solicits potential pharmaceutical partners, or
potential partners approach IntelGenx directly or through the use of an
intermediary with a particular product candidate for the company to work on. The
pharmaceutical partners pay for the development costs and in return get the
exclusive distribution rights for the products. IntelGenx receives development
milestone payments from its partners and royalties upon commercialization.
Currently, development fees and milestone payments account for 100% of the
company's revenues, and 53% of the company's R&D expenses were used to support
partner programs.

Competition

The company operates in a highly competitive environment. In order to
establish itself as a viable industry partner and secure a stable growth, the
company has to continue to invest into R&D in order to further strengthen its
technology base, and be able to manufacture its products through its
manufacturing partner at competitive costs.

Government Regulation

The pharmaceutical industry is highly regulated. The company has to remain
current with FDA and other regulatory requirements in order to get new products
approved. The consequence will be higher R&D expenses in order to meet
regulatory requirements. The company is responding to these regulatory
challenges by focussing on 505(b)(2) opportunities that, by applying its drug
delivery technology to existing drugs, give the company access to high-potential
product opportunities by limiting R&D expenses and time-to-market compared to
NDA products.

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Employees

As of May 1, the company has 7 full-time and one part-time employee. Five
full-time employees and the part-time employee are directly involved in product
development activities. The technical staff includes 3 Ph.D.'s, and one MD. The
company believes that with its highly qualified staff it is well prepared to
provide high quality R&D services to its clients.

Facilities

The company currently occupies 3,100 square feet of leased space at a rate
of Can. $8.29/square foot in an industrial zone in Ville St.-Laurent, Quebec,
Canada under a 5-year renewable lease agreement. The company is looking into
expanding its laboratory space in order to continue to support ongoing product
development activities and allow the addition of further development programs.
This may require the company to move to a different location. Management has
therefore entered into conversations with the current landlord to look for
alternative facilities that would meet the company's need for additional space
at affordable costs.

Management

J. Rockwell Smith and Geoff Williams have each resigned as a director and
officer of Big Flash. The remaining director, Edward F. Cowle, in order to fill
the vacancy created by Mr. Smith and Mr. Williams' resignations and to increase
the size of the board of directors, has appointed the following persons to serve
as new directors, effective immediately upon completion of our acquisition of
IntelGenx: Horst Zerbe, Ingrid Zerbe and Joel Cohen. Following these
appointments, Mr. Cowle also resigned as a director and officer. Horst Zerbe was
appointed as President and Chief Executive Officer of Big Flash following Mr.
Cowle's resignation.

Information on our new directors and executive officers is set forth below:

Name Age Position
------- ----- ----------

Horst Zerbe 59 Director, President and Chief
Executive Officer

Joel Cohen 34 Director, Chief Financial Officer

Ingrid Zerbe 52 Director, Director of Finance and
Administration

----------------------------------------

The business experience for the past five years of each of the persons listed
above and other key personnel and consultants, is set forth below:

Horst G. Zerbe. Dr. Zerbe has more than 20 years experience in the
pharmaceutical industry. He has been the President and Chief Executive Officer
of IntelGenx Corp. since 2005; prior thereto, from 1998 to 2005, he served as
the president of Smartrix Technologies Inc. in Montreal; prior thereto, from
1994 to 1998, he was Vice President of R&D at LTS Lohmann Therapy Systems in
West Caldwell, NJ. He has published numerous scientific papers in recognized
journals and holds over 30 patents.

Joel Cohen. Mr. Cohen has extensive experience in biotechnology and high
tech financings and in financial analysis. From 2002 until present, Mr. Cohen
has been consulting CFO for Osta Biotechnologies a publicly traded company on
the TSX venture. From 1999 to 2002, Mr. Cohen was an investment banker at
Canaccord Capital Corporation, where he specialized in biotechnology financings.
He has worked on numerous IPOs and private and public financings worth over $100

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million for various companies including Neurochem, Adherex, Bioniche,
Diagnocure, Qbiogene and Aeterna. Mr. Cohen holds a Bachelor of Commerce degree
in Finance from Concordia University and is a Chartered Financial Analyst.

Ingrid Zerbe. Mrs. Zerbe is co-founder of IntelGenx. She holds a bachelor
degree in economics from the business school in Bottrop, Germany, and a bachelor
degree in social sciences from the University of Dortmund, Germany. Ingrid
served as the president of IntelGenx since its incorporation until December,
2005. Prior to founding IntelGenx, she worked in the travel industry.

Key Personnel and Consultants

Pompilia Szabo. Dr. Szabo serves as IntelGenx Corp.'s Director of Research
and Development and is a recognized scientist with 10 years experience in the
pharmaceutical industry and academia. Prior to joining IntelGenx Corp. in 2005,
she served as Director of R&D at Smartrix Technologies from 2000 to 2005.

Nadine Paiement. Ms. Paiement serves as IntelGenx Corp.'s Head of
Formulation. She holds a M.Sc. degree in Polymer Chemistry from Sherbrooke
University, and is co-inventor of IntelGenx' trilayer technology. Prior to
joining IntelGenx, she worked for five years as a formulation scientist at
Smartrix Technologies, Inc.

Legal Proceedings

There are no material pending legal proceedings to which Big Flash or
IntelGenx Corp. is a party or to which any of our property is subject and, to
the best of our knowledge, no such actions against us are contemplated or
threatened.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following information relates to the operations of IntelGenx Corp. and
should be read in conjunction with the financial statements and notes thereto
appearing elsewhere in the Form 8-K/A.

Results of Operations

Year ended December 31, 2005 compared to the year ended December 31, 2004
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Because IntelGenx Corp. is still developing its platform technologies and
related products, it has not realized significant revenues to date, except for
$257,374 in 2004, and $19,168 in 2005 from R&D services provided. Management
believes that we may begin to realize increased sales revenues by early 2007.

General administrative expenses increased by $35,978 (89%) from $40,350 for
the year ended December 31, 2004 to $76,328 for the year ended December 31,
2005. The increase is attributed to increasing activities to commencement of our
business operations.

Costs related to research and development decreased from $131,547 in 2004
to $91,969 in 2005, which reflects the discontinuation of some projects started

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in 2004. Management believes that with funding provided by the private placement
of common stock, research and development expenses will increase significantly
during the remainder of 2006 and into 2007.

IntelGenx Corp. incurred interest expense of $1,921 in 2004 compared to
$5,946 in 2005. Management believes that interest expense will increase in 2006
compared to 2005 due to an increase in long-term debt related to the purchase of
equipment.

IntelGenx Corp. recorded a loss of $125,520 in 2005 compared to earnings of
$99,006 in 2004. Management believes that we will continue to operate at a net
loss until such time as we can complete our business development efforts and
begin to realize increased sales.

Liquidity and Capital Resources

At December 31, 2005, IntelGenx Corp. had cash on hand of $10,938, compared
to $6,481 at December 31, 2004. IntelGenx Corp. also had accounts receivable of
$5,858 at December 31, 2005 compared to $18,159 at December 31, 2004 and income
taxes recoverable of $9,400 at December 31, 2005 compared to zero at December
31, 2004. IntelGenx Corp. also had investment tax credits receivable of $69,576
at December 31, 2005 compared to $51,704 at December 31, 2004.

At December 31, 2005, IntelGenx Corp. had accounts payable and accrued
liabilities of $67,322 compared to $53,432 at December 31, 2004. Of these
liabilities, approximately $31,600 (2004 - $45,000) was payable to shareholders.
IntelGenx Corp. had income taxes payable of zero at December 31, 2005 compared
to $10,124 at December 31, 2004. At December 31, 2005, IntelGenx recorded a
current liability of $14,000 (2004 - zero) which was the current portion of the
long term debt.

Management believes that current cash on hand, when combined with the
proceeds of private placement completed at the closing of the Share Exchange
Agreement, will be sufficient to satisfy our cash requirements for the next 12 -
18 months, which we estimate to be approximately $900,000. However, if cash is
needed during the next 12 months, it may be necessary to seek additional funds,
either by private or public sources and/or the sale of securities. Presently,
there are no firm plans as to the source of any future funding and there is no
assurance that such funds will be available or, that even if they are available,
they will be available on terms that will be acceptable to us.

At December 31, 2005, IntelGenx Corp. had total assets of $199,134 and
stockholders deficiency of $31,827, compared to total assets of $200,774 and
stockholders equity of $95,361.

Net Operating Loss

IntelGenx Corp. has accumulated approximately $100,000 of Canadian and
provincial income tax losses as of December 31, 2005, which may be carried
forward and offset against taxable income and income taxes in future years. The
use of these losses to reduce future income taxes will depend on the generation
of sufficient taxable income prior to the expiration of the net operating loss
carryforwards after the year 2015. In the event of certain changes in control,
there will be an annual limitation on the amount of net operating loss
carryforwards which can be used. No tax benefit has been reported in the
financial statements for the year ended December 31, 2005 because there is a 50%
or greater chance that the carryforward will not be used. Accordingly, the
potential tax benefit of the loss carryforward is offset by a valuation
allowance of the same amount.

-11-

Plan of Operation

Management expects that the net proceeds from the private placement
completed at the closing of the Share Exchange Agreement will be sufficient to
fund the operations of the Company for the next 12 to 18 months. Although the
Company does not anticipate requiring to raise additional funds at this time,
the Company may decide to raise funds through further private placements of Big
Flash common stock depending on changes in market conditions and business
opportunities.

i. IntelGenx will continue to develop the products mentioned in the Product
Portfolio section on page 7 of this Form 8-K. IntelGenx may also perform
research and development on other potential products as the opportunities
present themselves. IntelGenx will continue working on several 505(b)(2)
opportunities using its Tri-Layer and Quick Release Wafer platform technologies.

In the future, in order to increase revenue, IntelGenx plans to take
selected high-potential candidates through the development process itself and
then sign distribution agreements with pharmaceutical partners. This strategy is
aimed at achieving higher down payments and larger royalty payments on sales
The Company does not plan to acquire a facility for manufacturing
purposes. The Company purchases various pieces of equipment from time to time as
needed.

The Company intends to hire new personnel mostly for research and
development on a progressive basis as the Company enters into additional
partnership agreements with pharmaceutical partners and increases its research
and development activities.

Inflation

In the opinion of management, inflation has not and will not have a
material effect on our operations in the immediate future. Management will
continue to monitor inflation and evaluate the possible future effects of
inflation on our business and operations.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 30, 2006
with respect to the beneficial ownership of our common stock, after giving
effect to our acquisition of IntelGenx Corp., by (i) each stockholder known to
be the beneficial owner of more than 5% of our common stock, (ii) by each of our
directors and executive officers, and (iii) all of our directors and executive
officers as a group. The address of each person listed below, unless otherwise
indicated, is c/o IntelGenx Corp., 6425 Abrams, Saint-Laurent, Quebec H4S 1X9.
Unless otherwise indicated in the table footnotes, shares will be owned of
record and beneficially by the named person. For purposes of the following
table, a person is deemed to be the beneficial owner of any shares of common
stock (a) over which the person has or shares, directly or indirectly, voting or
investment power, or (b) of which the person has a right to acquire beneficial
ownership at any time within 60 days after the effective time of the acquisition
of IntelGenx Corp. "Voting power" is the power to vote or direct the voting of
shares and "investment power" includes the power to dispose or direct the
disposition of shares.

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Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class (1)
------------------------ --------------------- -------------

5% Beneficial Owners
---------------------------

Horst Zerbe (2) 4,709,643.5 29.4%
Joel Cohen (2) 1,571,713 9.8%
Ingrid Zerbe (2) 4,709,643.5 29.4%

Directors and Executive Officers
----------------------------------------

All directors and executive officers 10,991,000 68.6%
as a group (3 persons)

(1) Based on approximately 16,000,000 shares outstanding following the
acquisition of IntelGenx Corp. (2) The shares indicated are Exchangeable Shares
in the capital stock of 6544631 Canada Inc., a Canadian special purpose
corporation which wholly owns IntelGenx Corp. as a result of the completion of
the Share Exchange Agreement. The Exchangeable Shares are exchangeable for
10,991,000 shares of Big Flash common stock currently held by Equity Transfer
Services Inc., as trustee. Please see above "Terms of Share Exchange Agreement".

Executive Compensation

Prior to the acquisition of IntelGenx Corp., we have not had a bonus,
profit sharing, or deferred compensation plan for the benefit of employees,
officers or directors. We have not paid any salaries or other compensation to
our officers, directors or employees for the years ended December 31, 2005 and
2004. We anticipate paying the following compensation for the year ending
December 31, 2006.

Name and Position Annual Salary (1) Bonus (1) Benefits (1)
------------------------ -------------------- ------------- -------------

Horst Zerbe $157,657 50% $13,513
President and Chief
Executive Officer

(1) All figures have been converted from Canadian dollars into US Dollars
at an effective rate of 0.9009 US dollar per Canadian dollar

CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

None.

-13-

DESCRIPTION OF SECURITIES

We have an authorized capital of 20,000,000 shares of common stock, par
value $0.00001 per share, and 20,000,000 shares of Preferred stock, par value
$0.00001 per share. As of April 30, 2006, 16,007,489 shares of common stock were
outstanding, held of record by 72 persons

Common Stock

The holders of common stock are entitled to one vote per share on all
matters voted on by stockholders, including the election of directors. Except as
otherwise required by law, the holders of common stock exclusively possess all
voting power. The holders of common stock are entitled to dividends as may be
declared from time to time by the Board from funds available for distribution to
holders. No holder of common stock has any preemptive right to subscribe to any
securities of ours of any kind or class or any cumulative voting rights. The
outstanding shares of common stock are, and the shares, upon issuance and sale
as contemplated will be, duly authorized, validly issued, fully paid and non
assessable.

Registration Rights

Following our acquisition of IntelGenx Corp., the following holders of our
common stock will have rights to register those shares for sale to the public
under the Securities Act of 1933, as amended (the "Securities Act"):

Name of Registered Number and Kind
Securityholder of Registrable Securities
--------------------------------------- ----------------------------------------
Equity Transfer Services Inc. 4,709,643.5 Big Flash Shares (1)
Equity Transfer Services Inc. 4,709,643.5 Big Flash Shares (1)
Equity Transfer Services Inc. 1,571,713 Big Flash Shares (1)
Patrick J. Caruso 325,000 Big Flash Shares
and 100,000 Big Flash Warrants
1146992 Ontario Limited 106,383 Big Flash Shares
Reiza Rayman 53,191 Big Flash Shares
Shangrila Capital L. P. 212,766 Big Flash Shares
David P. Coffin-Beach 53,191 Big Flash Shares
Jonathan Clapham 212,766 Big Flash Shares
Roger Wright 53,191 Big Flash Shares
Wendelyn Financial Limited 21,277 Big Flash Shares
Peter Shippen 35,000 Big Flash Shares
Sigmond Soudack 106,383 Big Flash Shares
Philip Turk 53,191Big Flash Shares
John Vaughan 31,915 Big Flash Shares
Peter Turk 31,915 Big Flash Shares
Sammy Tassone 106,383 Big Flash Shares
Susie Tassone 63,830 Big Flash Shares

-14-

Carmelo Buttice 74,468 Big Flash Shares
Redwood Asset Management Inc. 212,766 Big Flash Shares
Carlo Sansalone 53,191 Big Flash Shares
Frank Calandra 212,766 Big Flash Shares
Fabio Chianelli 53,191 Big Flash Shares
Frank Calandra 212,766 Big Flash Shares
Jackie Chang 53,191 Big Flash Shares
Bulent Pakdil 21,277 Big Flash Shares
DRD Capital Inc. 74,468 Big Flash Shares
Frank Calandra In Trust 63,830 Big Flash Shares
2099419 Ontario Inc. 36,170 Big Flash Shares
Fevzi Ogelman 375,641Big Flash Shares
Jenny Altman 127,659 Big Flash Shares
2100538 Ontario Inc. 265,958 Big Flash Shares
2098205 Ontario Inc. 138,297 Big Flash Shares
S. Paul Pathak 21,277 Big Flash Shares
Elliot Birnboim 10,638 Big Flash Shares
Risa Sokoloff 10,638 Big Flash Shares
Dan Chitiz 10,638 Big Flash Shares
Manoj Pundit 21,277 Big Flash Shares

--------------------------------------- ----------------------------------------
TOTAL 3,516,489 Big Flash Shares
and 100,000 Big Flash Warrants

Notes:

1. These shares are currently held by Equity Transfer Services Inc. pursuant to
the Exchange and Voting Trust Agreement as security for the obligations of Big
Flash under the terms of the Exchangeable Shares and the IntelGenx Principals
(comprising Horst Zerbe, Ingrid Zerbe and Joel Cohen) shall be entitled to
exchange his or her Exchangeable Shares for these Big Flash Shares subject to
the terms of the of the Exchangeable Shares.

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

There is not currently, nor has there ever been, a public trading market
for our common stock. We have made an initial application to the NASD to have
our shares quoted on the OTC Bulletin Board. Our application consists of current
corporate information, financial statements and other documents as required by
Rule 15c2-11 of the Securities Exchange Act of 1934.

Inclusion on the OTC Bulletin Board permits price quotations for our shares
to be published by such service. Although we have submitted an application to
the OTC Bulletin Board, we do not anticipate a public trading market in our
shares in the immediate future. Any secondary trading of our shares may be
subject to certain state imposed restrictions. We do not have any plans,
proposals, arrangements or understandings with any person concerning the further
development of a trading market in any of our securities.

-15-

The ability of individual stockholders to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state. Presently, we have no plans to register our
securities in any particular state. Further, our shares most likely will be
subject to the provisions of Section 15(g) and Rule 15g- 9 of the Exchange Act,
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Rule 3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the SEC; authorized for quotation on The
NASDAQ Stock Market; issued by a registered investment company; excluded from
the definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible assets; or exempted from the definition by the SEC. Broker- dealers
who sell penny stocks to persons other than established customers and accredited
investors (generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse), are subject
to additional sales practice requirements.

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent to clients disclosing recent price information
for the penny stocks held in the account and information on the limited market
in penny stocks.

Consequently, these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in our common stock and may affect the ability of
stockholders to sell their shares.

Presently, there are approximately 72 holders, of record of our common
stock. We have designated Interstate Transfer Company, 6084 South 900 East,
Suite 101, Salt Lake City, Utah 84121, as our transfer agent.

Dividend Policy

We have not declared or paid cash dividends or made distributions in the
past on our common stock, and we do not anticipate that we will pay cash
dividends or make distributions in the foreseeable future. We currently intend
to retain and invest future earnings to finance operations.

Recent Sales of Unregistered Securities

In connection with the acquisition of IntelGenx Corp., we issued a total of
10,991,000 to Equity Transfer Services Inc. and an additional 3,191,489 shares
of common stock and warrants entitling the holder to purchase 100,000 shares of
our common stock at $0.41 per share prior on or before April 28, 2008.
Additionally, we issued 325,000 shares of our common stock to Patrick J. Caruso
pursuant to the Caruso Consulting Agreement as a non-refundable retainer, and in
full payment of investor relations services to be rendered by Mr. Caruso under
the agreement.

-16-

The issuance of shares of our common stock and warrants to acquire
shares of our common stock pursuant to the terms of the IntelGenx Acquisition
were made outside the United States only without registration under the
Securities Act by reason of the exemption afforded by Regulation S / Sections
4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The shares
and warrants and the shares issuable upon exercise of the warrants are deemed
restricted securities as defined by Rule 144 under the Securities Act and,
accordingly, the common stock and warrants are subject to restrictions on
transfer and may be sold, assigned, transferred or otherwise disposed of by a
holder only if subsequently registered or if federal and other exemptions from
registration are available and an opinion of legal counsel to that effect is
obtained.

We have entered into a registration rights agreement pursuant to which we
shall, within 90 days, file a registration statement under the Securities Act
for the public sale or resale of shares of our common stock. Purchasers of
shares will have the limited right to include, or "piggyback" their common
shares in the registration statement. However, any investment banker and/or
underwriter that we may engage in connection with the registration statement and
public offering may, in its discretion, severely restrict or completely negate
the ability of purchasers hereunder to include their shares in any such
registration statement and public offering. Thus, the right to piggyback shares
into a registration statement will be subject to and contingent upon approval by
such investment banker and/or underwriter.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Bylaws provide that we shall indemnify all directors, officers and
other persons to the fullest extent permitted by the General Corporation Law of
Delaware. Under the indemnification provisions of our Bylaws, any director or
officer who, in that person's capacity as such, is made or threatened to be made
a party to any suit or proceeding, may be indemnified if the Board of Directors
determines the director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. Our Bylaws, and the Delaware General Corporation Law further
provide that indemnification is not exclusive of any other rights to which
individuals may be entitled under our Charter, Bylaws, any agreement, any vote
of stockholders or disinterested directors, or otherwise.

We also have the power to purchase and maintain insurance on behalf of
any person who is or was our director, officer, employee, or agent, or is or was
serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise. Any such
insurance may insure against any expense, liability, or loss incurred by any of
the aforementioned persons in any capacity or arising out of their status as a
director, officer, employee or agent, whether or not we would have the power to
indemnify the person against liability under Delaware law. Presently, we have
not acquired such insurance.

Section 5 - Corporate Governance and Management

Item 501 Change in Control of Registrant

As a result of our acquisition of IntelGenx Corp. that closed on
April 28, 2006, there has been a change in the control of our company by way of
the 14,282,489 shares of our common stock and warrants to purchase 100,000
shares of our common stock being issued to the stockholders of IntelGenx Corp.
and an additional 325,000 shares of our common stock being issued to Patrick J.
Caruso pursuant to the Caruso Consulting Agreement. Horst Zerbe, Ingrid Zerbe
and Joel Cohen, the former principal stockholders of IntelGenx Corp., received
exchangeable shares in a Canadian holding corporation formed by us and which are
exchangeable for 10,991,000 shares of our common stock.

-17-

Item 5.06 Change in Shell Company Status

We acquired the shares of IntelGenx held by its principal shareholders
pursuant to a share exchange agreement dated April 10, 2006 which we entered
into with IntelGenx and the principals of IntelGenx. We also acquired 100,000
common share purchase warrants of IntelGenx pursuant to a securities purchase
agreement which we entered into with Patrick J. Caruso, in exchange for 100,000
common share purchase warrants of Big Flash. We also acquired 3,191,489 common
shares of IntelGenx from 34 investors. These investors had subscribed for and
purchased their IntelGenx shares pursuant to subscription agreements entered
into and accepted by IntelGenx on April 28, 2006 and letters of transmittal and
acceptance and powers of attorney executed by the investors.

Please See section 2 Financial Information, Item 2.01 Acquisition or disposition
of Assets.

Costs and Expenses

IntelGenx has agreed to pay all legal and other expenses associated with
the preparation and execution of the transaction documents and related
agreements and documents contemplated thereby and the completion of the
transactions contemplated by the Share Exchange Agreement and the agreements and
instruments referenced in that agreement. We estimate that the total costs and
expenses in connection with the transaction will be approximately $450,000,
which consists of professional fees, printing and mailing costs, consulting and
due diligence costs, filing fees and other miscellaneous expenses, including all
costs and expenses IntelGenx Corp. incurs in connection with the transaction.

Section 2 - Financial Information

Item 2.01 Acquisition or Disposition of Assets.

See Item 1.01 above for disclosures in regard to the Acquisition or
Disposition of Assets, incorporated herein by reference thereto.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

See Item 1.01 above for disclosures in regard to the Unregistered Sales of
Equity Securities, incorporated herein by reference thereto.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

See Exhibit below

(b) Pro Forma Financial Information.

-18-

See Exhibit below

99.1 Share Exchange Agreement by and between Big Flash Corporation.,
6544631 Canada Inc., Horst Zerbe, Ingrid Zerbe, Joel Cohen and
IntelGenx Corp. dated April 10, 2006 including the following
agreements attached as schedules:

(a) Exchange and Voting Trust Agreement to be executed at
closing by and among Big Flash Corporation, 6544631 Canada Inc.,
Equity Transfer Services Inc. and Horst Zerbe, Ingrid Zerbe and
Joel Cohen;

(b) Support Agreement to be executed at closing by and among
Big Flash Corporation, 6544631 Canada Inc. and Equity Transfer
Services Inc.; and

(c) Escrow Agreement to be executed at closing by and among
Big Flash Corporation, 6544631 Canada Inc., Equity Transfer
Services Inc. and Horst Zerbe, Ingrid Zerbe and Joel Cohen;

99.2 Audited financial statements for IntelGenx Corp. for the period from
June 15, 2003 (inception date) to December 31, 2005.

99.3 Unaudited pro forma combined financial statements of Big Flash
Corporation and IntelGenx Corp.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

BIG FLASH CORPORATION

Dated: May 4, 2006 By: /s/ Horst Zerbe
----------------------------------
Horst Zerbe
President

-19-