Plyzer Technologies Inc. - Quarter Report: 2008 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
Form
10-Q
______________
(Mark
one)
[X] Quarterly Report
Under Section 13 or 15(d) of The Securities Exchange Act of
1934
For the
quarterly period ended December 31, 2008
[_] Transition
Report Under Section 13 or 15(d) of The Securities Exchange Act
of
1934
For the
transition period from ______________ to _____________
Commission
file number 333-127389
ZANDARIA
VENTURES, INC.
|
Nevada
|
Applied
for
|
|
|
(State
or other jurisdiction
|
(IRS
Employer
|
|
|
of
incorporation)
|
Identification
No.)
|
2300 Palm
Beach Lakes Ave, Suite 218
West Palm
Beach FL33409
Registrant's
telephone number, including area code: (561) 697-8751
N/A
Indicate
by check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No |_|.
Indicate
by check mark whether the registrant is an accelerated filer, a non-accelerated
filer, or a smaller reporting company.
|
Large
Accelerated Filer o
|
Accelerated
Filer o
|
Non-Accelerated
Filer o
|
Smaller
Reporting Company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
|
|
|
X | Yes
|
| |
No
|
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:
As of
January 31, 2009, there were approximately
7,755,000 shares of the Issuer's common stock, par value $0.001 per
share outstanding.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this quarterly report on Form 10-Q contain or may contain
forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various
factors and were derived utilizing numerous assumptions and other
factors that could cause our actual results to differ materially from those in
the forward-looking statements. These factors include, but are not limited
to, economic, political and market conditions and fluctuations,
government and industry regulation, interest rate risk, U.S. and
global competition, and other factors including the risk factors set forth in
our Form 10-KSB. Most of these factors are difficult to predict accurately and
are generally beyond our control. You should consider the areas of risk
described in connection with any forward-looking statements that may be made
herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of
this report. Readers should carefully review this quarterly report in
its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations
to disclose material information under the Federal securities laws,
we undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in
any document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995.
ZANDARIA
VENTURES, INC.
INDEX
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PART
I. - FINANCIAL INFORMATION
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||
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Financial
Statements
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F-1 | |
|
Item
2
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Management's
Discussion and Analysis or Plan of Operations
|
2 |
|
Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
|
5 |
|
Item
4T.
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Controls
and Procedures
|
5 |
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PART
II. - OTHER INFORMATION
|
||
|
Item
1
|
Legal
Proceedings
|
6 |
|
Item
1A.
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Risk
Factors
|
6 |
|
Item
2
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Unregistered
Sales of Equity Securities and Use of Proceeds
|
6 |
|
Item
3
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Defaults
Upon Senior Securities
|
6 |
|
Item
4
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Submission
of Matters to a Vote of Security Holders
|
6 |
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Other
Information
|
6 | |
|
Item
6
|
Exhibits
|
6 |
|
SIGNATURES
|
7 | |
i
INDEX
TO FINANCIAL STATEMENTS
|
Balance
Sheet
|
F-2
|
|
Statements
of
Operations
|
F-3
|
|
Statements
of Stockholders’
Equity
|
F-4
|
|
Statements
of Cash
Flows
|
F-5
|
|
Notes
to Financial
Statement
|
F-6
|
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Balance
Sheet
|
December
31, 2008
|
March
31, 2008
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
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CURRENT
ASSETS
|
||||||||
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Cash
|
$ | 7,736 | $ | 4,032 | ||||
|
Prepaid
expenses
|
0 | 1,091 | ||||||
|
Total
current assets
|
7,736 | 5,123 | ||||||
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OTHER
ASSETS
|
||||||||
|
Other
assets
|
0 | 0 | ||||||
|
Total
other assets
|
0 | 0 | ||||||
|
Total
Assets
|
$ | 7,736 | $ | 5,123 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
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Accounts
payable and accrued liabilities
|
$ | 11,425 | $ | 13,150 | ||||
|
Notes
payable
|
39,774 | 38,599 | ||||||
|
Total
current liabilities
|
51,199 | 51,749 | ||||||
|
LONG-TERM
LIABILITIES
|
||||||||
|
Long-term
note payable
|
30,000 | 0 | ||||||
|
Total
long-term liabilities
|
30,000 | 0 | ||||||
|
Total
Liabilities
|
81,199 | 51,749 | ||||||
|
Derivative
liability arising from note conversion rights
|
2,625 | 2,625 | ||||||
|
STOCKHOLDERS’
EQUITY
|
||||||||
|
Common
stock, $0.001 par value, authorized 75,000,000 shares;
7,755,000
issued and outstanding
|
7,755 | 7,755 | ||||||
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Additional
paid-in capital
|
12,845 | 12,845 | ||||||
|
Accumulated
other comprehensive income
|
(250 | ) | (250 | ) | ||||
|
Deficit
accumulated during the pre-exploration stage
|
(96,438 | ) | (69,601 | ) | ||||
|
Total
stockholders’ equity
|
(76,088 | ) | (49,251 | ) | ||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 7,736 | $ | 5,123 | ||||
The
accompanying notes are an integral part of the financial
statements
F-2
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Statements
of Operations
Three and
Nine Months ended December 31,
(Unaudited)
|
Three
Months
|
Six
Months
|
Period
from February 23, 2005
(Inception)
through
|
||||||||||||||||||
|
2008
|
2007
|
2008
|
2007
|
December
31, 2008
|
||||||||||||||||
|
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
General
and administrative
|
1,260 | 1,181 | 3,633 | 5,661 | 18,856 | |||||||||||||||
|
Geological,
mineral, prospecting costs
|
0 | 0 | 0 | 0 | 9,740 | |||||||||||||||
|
Professional
fees
|
3,462 | 1,550 | 23,204 | 16,800 | 67,842 | |||||||||||||||
|
Total
expenses
|
4,722 | 2,731 | 26,837 | 22,461 | 96,438 | |||||||||||||||
|
Other
comprehensive income from
abandonment
of conversion rights
|
0 | 2,516 | 0 | 4,891 | 250 | |||||||||||||||
|
Net
loss
|
$ | (4,722 | ) | $ | (5,247 | ) | $ | (26,837 | ) | $ | (27,352 | ) | $ | (96,688 | ) | |||||
|
Basic
net loss per weighted average share
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | ||||||||||||
|
Weighted
average number of shares
|
7,755,000 | 7,755,000 | 7,755,000 | 7,754,781 | ||||||||||||||||
The
accompanying notes are an integral part of the financial
statements
F-3
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Statement
of Stockholders’ Equity (Deficit)
|
Number
of
Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Deficit
Accumulated
During
the
Pre-exploration
Stage
|
Accumulated
Other
Comprehensive
Income
|
Total
Stockholders’
Equity
|
|||||||||||||||||||
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BEGINNING BALANCE,
February 23, 2005
|
0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
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Shares
issued at $0.001
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2,500,000 | 2,500 | 0 | 0 | 0 | 2,500 | ||||||||||||||||||
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Shares
issued at $0.003
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700,000 | 700 | 1,400 | 0 | 0 | 2,100 | ||||||||||||||||||
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Shares
issued at $0.0025
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4,000,000 | 4,000 | 6,000 | 0 | 0 | 10,000 | ||||||||||||||||||
|
Shares
issued at $0.01
|
550,000 | 550 | 4,950 | 0 | 0 | 5,500 | ||||||||||||||||||
|
Net
loss
|
0 | 0 | 0 | (820 | ) | 0 | (820 | ) | ||||||||||||||||
|
BALANCE, March 31,
2005
|
7,750,000 | 7,750 | 12,350 | (820 | ) | 0 | 19,280 | |||||||||||||||||
|
Net
loss
|
0 | 0 | 0 | (25,102 | ) | 0 | (25,102 | ) | ||||||||||||||||
|
BALANCE, March 31,
2006
|
7,750,000 | 7,750 | 12,350 | (25,922 | ) | 0 | (5,822 | ) | ||||||||||||||||
|
Shares
issued for services
|
2,500 | 3 | 247 | 0 | 0 | 250 | ||||||||||||||||||
|
Net
loss
|
0 | 0 | 0 | (21,355 | ) | 0 | (21,355 | ) | ||||||||||||||||
|
BALANCE, March 31,
2007
|
7,750,000 | 7,750 | 12,597 | (47,257 | ) | 0 | (26,907 | ) | ||||||||||||||||
|
Shares
issued for services
|
2,500 | 2 | 248 | 0 | 0 | 250 | ||||||||||||||||||
|
Net
comprehensive loss
|
0 | 0 | 0 | 0 | (250 | ) | (250 | ) | ||||||||||||||||
|
Net
loss
|
0 | 0 | 0 | (22,344 | ) | 0 | (22,344 | ) | ||||||||||||||||
|
BALANCE, March 31,
2008
|
7,752,500 | 7,752 | 12,845 | (69,601 | ) | (250 | ) | (49,251 | ) | |||||||||||||||
|
Net
loss
|
0 | 0 | 0 | (26,837 | ) | 0 | (26,837 | ) | ||||||||||||||||
|
ENDING BALANCE, December
31, 2008 (unaudited)
|
7,752,500 | $ | 7,752 | $ | 12,845 | $ | (96,438 | ) | $ | (250 | ) | $ | (76,088 | ) | ||||||||||
The
accompanying notes are an integral part of the financial
statements
F-4
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Statements
of Cash Flows
Six
Months Ended September 30,
(Unaudited)
|
2008
|
2007
|
Cumulative from
February 23, 2005 (inception) to September 30, 2008
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (26,837 | ) | $ | (22,461 | ) | $ | (96,438 | ) | |||
|
Adjustments
to reconcile net loss to net cash used by
operating
activities:
|
||||||||||||
|
Common
stock issued for services
|
0 | 250 | 500 | |||||||||
|
Amortization
of prepaid interest
|
1,091 | 3,026 | 6,549 | |||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Increase
(decrease) in accounts payable - trade
|
(550 | ) | 853 | 11,425 | ||||||||
|
Increase
(decrease) in prepaid interest
|
0 | 911 | 0 | |||||||||
|
Net
cash provided (used) by operating activities
|
(26,296 | ) | (17,421 | ) | (77,964 | ) | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Deposit
on options
|
0 | 0 | 0 | |||||||||
|
Net
cash provided (used) by investing activities
|
0 | 0 | 0 | |||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Common
stock issued for cash
|
0 | 0 | 20,100 | |||||||||
|
Proceeds
from stockholder loan payable
|
30,000 | 24,188 | 70,600 | |||||||||
|
Payments
on notes payable
|
0 | (5,000 | ) | (5,000 | ) | |||||||
|
Net
cash provided by financing activities
|
30,000 | 19,188 | 85,700 | |||||||||
|
Net
increase (decrease) in cash
|
3,704 | 1,767 | 7,736 | |||||||||
|
CASH, beginning of
period
|
4,032 | 5,585 | 0 | |||||||||
|
CASH, end of
period
|
$ | 7,736 | $ | 7,352 | $ | 7,736 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Non-Cash
Financing Activities:
|
||||||||||||
|
None
|
||||||||||||
The
accompanying notes are an integral part of the financial
statements
F-5
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
NOTES TO
FINANCIAL STATEMENTS
(Information
with regard to the nine months ended December 31, 2008 and 2007 is
unaudited)
Note 1
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The
Company Zandaria Ventures, Inc.. is a Nevada chartered development
stage corporation which conducts business from its headquarters in West Palm
Beach, Florida.
|
|
The
following summarize the more significant accounting and reporting policies
and practices of the Company:
|
(b) Use of
Estimates The financial statements have been prepared in conformity
with generally accepted accounting principles. In preparing the
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the
statements of financial condition and revenues and expenses for the year then
ended. Actual results may differ significantly from those
estimates.
(c) Start-up
costs Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position (SOP)
98-5.
(d) Stock compensation for services
rendered The Company may issue shares of common stock in exchange for
services rendered. The costs of the services are valued according to
generally accepted accounting principles and have been charged to
operations.
(e) Net income (loss) per share
Basic loss per share is computed by dividing the net income (loss) by the
weighted average number of common shares outstanding during the
period.
(f) Property and equipment All
property and equipment are recorded at cost and depreciated over their estimated
useful lives, using the straight-line method. Upon sale or
retirement, the cost and related accumulated depreciation are eliminated from
their respective accounts, and the resulting gain or loss is included
in the results of operations. Repairs and maintenance charges, which
do not increase the useful lives of the assets, are charged to operations as
incurred.
(g) Cash and
equivalents For purposes of the statement of cash flows, the
Company considers all highly liquid investments with maturity of three months or
less when purchased to be cash equivalents
(h) Interim financial
information The financial statements for the nine months ended December
31, 2008 and 2007 are unaudited and include all adjustments which in the opinion
of management are necessary for fair presentation, and such adjustments are of a
normal and recurring nature. The results for the nine months are not indicative
of a full year results.
NOTE 2 -
GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company’s financial position
and operating results raise substantial doubt about the Company’s ability to
continue as a going concern, as reflected by the net loss of $96,438 accumulated
through December 31, 2008. The ability of the Company to continue as
a going concern is dependent upon commencing operations, developing sales and
obtaining additional capital and financing. The financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern. The Company is currently seeking
additional capital to allow it to begin its planned operations
NOTE 3 -
RELATED PARTY TRANSACTIONS
At
December 31 2008, the Company owed an account payable of $1,400 and a note
payable of $9,186 to the former President and CEO of the Company., who resigned
on March 13, 2007. At December 31, 2008 the Company owed notes
payable of $54,413 to the current President and CEO.
F-6
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
NOTES TO
FINANCIAL STATEMENTS
NOTE 4 -
NOTES PAYABLE
The
Company has entered into a series of notes payable, all of which bear no stated
interest rate and are unsecured.
|
December
31, 2008
|
||||
|
August
4, 2006
|
$ | 5,000 | ||
|
September
1, 2006
|
900 | |||
|
February
2, 2007
|
8,286 | |||
|
April
16, 2007
|
4,780 | |||
|
July
11, 2007
|
4,633 | |||
|
October
18, 2007
|
10,000 | |||
|
April
7, 2008
|
20,000 | |||
|
November
12, 2008
|
10,000 | |||
| $ | 63,599 | |||
The April
16, 2007, note payable also has conversion rights which allow for the conversion
of the note in whole or in part at any time prior to the payment or ten days
thereafter into common stock of the Company at a conversion rate of the lesser
of 66 2/3% of the average closing bid and ask price on the date of conversion or
$0.25 per share.
NOTE 5 –
STOCKHOLDERS EQUITY
At
September 30, 2008, the Company has 75,000,000 shares of par value $0.001 common
stock authorized and 7,755,000 issued and outstanding. At inception, February
23, 2005 the Company issued 2,500,000 shares of common stock in exchange for
cash of $2,500, or $0.001. During March 2005, the Company issued 700,000 shares
of common stock in exchange for cash of $2,100, or $0.003; 4,000,000 shares of
common stock in exchange for cash of $10,000, or $0.0025 and 550,000 shares of
common stock in exchange for cash of $5,500, or $0.01.
During
the fiscal year ended March 31, 2007 and 2008 the Company issued 2,500 shares of
common stock in exchange for services valued at $250, or $0.01, each
year, for a total issued of 5,000 shares for services valued at
$500.
NOTE 6 -
MINERAL PROPERTY
On April
5, 2005, the Company entered into a purchase agreement, amended on April 6,
2006, to acquire a 100% interest in a mineral claim located in British Columbia,
Canada.
This
purchase agreement required the Company to pay:
a) $2,500 upon execution of the
agreement - (paid on March 29, 2005)
b) $1,000 for an amendment of the
agreement - (not paid)
c) $17,500 on or before April 5,
2007 (not paid)
This
agreement is subject to a 2 ½% smelter royalty and a 7 ½% gross rock royalty to
a total of $20,000.
As the
Company has not made the subsequent two required payments, the Company has
written off as worthless its initial investment in this
claim, however the counter-party has not notified the Company of its default
status, therefore the Company does retain this interest.
F-7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis should be read in
conjunction with our Financial Statements and Notes thereto appearing elsewhere
in this Report on Form 10-Q as well as our other SEC filings.
Overview
The
Company is a development stage company and has not yet generated or realized
any revenues from business operations. The Company's
business strategy has been focused on the Chip mineral claim in
Canada. In the last quarter of fiscal 2008, the Company elected to exit this
business plan and seek a different plan that would require less start-up capital
or to seek potential merger
candidates. The Company's auditors have
issued a going concern opinion in our
audited financial statements for the fiscal year ended
March 31, 2008. This means that our auditors believe there is doubt
that the Company can continue as an on-going business for the next
twelve months unless it obtains additional capital to pay
its bills. This is because the Company has
not generated any revenues and no
revenues are currently anticipated. Accordingly, we must raise cash
from sources such as investments by others in the Company and through
possible transactions with strategic or joint venture
partners. We do not plan to use any capital raised for the
purchase or sale of any plant or significant equipment.
The following discussion and analysis should be read
in conjunction with the
financial statements of
the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."
Comparison
of Operating Results for the Quarter Ended December 31, 2008 to the Quarter
Ended December 31, 2007
Revenues
The
Company did not generate any revenues from operations for
the three months ended December 31, 2008 or 2007.
Accordingly, comparisons with prior periods are not
meaningful. The Company is subject to risks inherent in
the establishment of a new business enterprise,
including limited capital resources and
cost increases in services.
Operating
Expenses
Operating expenses
increased $1,991 from $2,731 for the three months ended December 31, 2007 to
$4,722 for the three months ended December 31, 2008. The increase in our net
operating expenses is due to increased professional fees expenses
incurred.
Net
Loss
Net loss
decreased $525 from net loss of $5,247 for the three months ended December 31,
2007 to a net loss of $4,722 for the three months ended December 31, 2008. The
decrease in net operating loss is due to the lack of other comprehensive
income(loss).
2
At
December 31, 2008, our accumulated deficit was $96,438.
Assets
and Liabilities
Our total
assets were $7,736 at December 31, 2008. Our assets
consist of cash of $7,736.
Total
current liabilities are $51,199 at December 31, 2008. Our notes
payable are $69,774.
Financial
Condition, Liquidity and Capital Resources
At
December 31, 2008, we had cash and cash equivalents of $7,736. Our working
capital is presently minimal and there can be no assurance that our financial
condition will improve. To date, we have not generated cash flow from
operations. Consequently, we have been dependent upon our President and CEO to
fund our cash requirements. Specifically, we
have borrowed a total of $54,413 from him.
As of
December 31, 2008, we had a working capital deficit of $43,463. The Company will
seek funds from possible investors, lenders, strategic and
joint venture partners and financing to cover any short
term operating deficits and provide for long term working capital. No assurances
can be given that the Company
will successfully engage strategic or joint
venture partners or otherwise obtain sufficient financing through the sale of
equity.
No trends
have been identified which would materially increase or decrease our
results of operations or liquidity.
Comparison
of Operating Results for the Nine Months Ended December 31, 2008 to the Nine
Months Ended December 31, 2007
Revenues
The
Company did not generate any revenues from operations for
the nine months ended December 31, 2008 or 2007.
Accordingly, comparisons with prior periods are not
meaningful. The Company is subject to risks inherent in
the establishment of a new business enterprise,
including limited capital resources and
cost increases in services.
Operating
Expenses
Operating expenses
increased $4,376 from $22,461 for the nine months ended December 31, 2007 to
$26,837 for the nine months ended December 31, 2008. The increase in our net
operating expenses is due to increased professional fees expenses
incurred.
3
Net
Loss
Net loss
decreased $515 from net loss of $27,352 for the nine months ended December 31,
2007 to a net loss of $26,837 for the nine months ended December 31, 2008. The
decrease in net operating loss is due to the lack of other comprehensive
income(loss).
At
December 30, 2008, our accumulated deficit was $96,438.
Assets
and Liabilities
Our total
assets were $7,736 at December 31, 2008. Our assets consist of cash
of $7,736.
Total
current liabilities are $51,199 at December 31, 2008. Our
notes payable are $69,774.
Financial
Condition, Liquidity and Capital Resources
At
December 31, 2008, we had cash and cash equivalents of $7,736. Our working
capital is presently minimal and there can be no assurance that our financial
condition will improve. To date, we have not generated cash flow from
operations. Consequently, we have been dependent upon our President and CEO to
fund our cash requirements. Specifically, we
have borrowed a total of $54,413 from him.
As of
December 31, 2008, we had a working capital deficit of $43,463. The Company will
seek funds from possible investors, lenders, strategic and
joint venture partners and financing to cover any short
term operating deficits and provide for long term working capital. No assurances
can be given that the Company
will successfully engage strategic or joint
venture partners or otherwise obtain sufficient financing through the sale of
equity.
No trends
have been identified which would materially increase or decrease our
results of operations or liquidity.
Plan of
Operation
The
Company's plan of operation through March 31, 2009 is to
focus on finding a suitable merger candidate or a viable business plan. The
Company is seeking to raise capital to implement the
Company's business strategy. In the
event additional capital is
not raised, the Company may seek a merger,
acquisition or outright sale.
Critical
Accounting Policies
Use of
Estimates: The preparation of
financial statements in conformity with
accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ
materially from those estimates.
4
Loss per
share: Basic loss per share excludes dilution and is computed by dividing the
loss attributable to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted loss per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the Company.
Diluted loss per share is computed by dividing the loss available to common
shareholders by the weighted average number of common shares outstanding for the
period and dilutive potential common shares outstanding unless consideration of
such dilutive potential common shares would result in anti-dilution. Common
stock equivalents were not considered in the calculation of diluted loss per
share as their effect would have been anti-dilutive for the periods ended
December 31, 2008 and 2007.
Going
Concern.
The
Company has suffered recurring losses from operations and is in serious need
of additional financing. These factors among
others indicate that the Company may be unable to continue as a going
concern, particularly in the event that it
cannot obtain additional financing or, in
the alternative, affect a merger
or acquisition. The
Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations
and
its ability to obtain additional sources of capital and financing. The
accompanying financial statements do not include
any adjustments that may be necessary if the Company is
unable to continue as a going concern.
Item
3 - Quantitative and Qualitative Disclosures About Market Risk
The
Company is not subject to any specific market risk other than that encountered
by any other public company related to being publicly traded.
Item
4T - Controls and Procedures
Our
management, which includes our Chief Executive Officer who also
serves
as our principal financial officer, have conducted an evaluation of
the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-14(c) promulgated
under the Securities and Exchange Act of 1934, as amended) as of a date (the
"Evaluation Date") as of the end of the period covered by this
report. Based upon
that evaluation, our management has concluded that
our disclosure controls and procedures are
not effective for timely gathering,
analyzing and disclosing the information we
are required to disclose in our reports filed under the Securities Exchange Act
of 1934, as amended, because of adjustments required by our
independent auditors, primarily in the area of notes
payable. Specifically, our independent auditors identified
deficiencies in our internal controls and
disclosures related to the valuation and amortization of
beneficial conversion features on our notes payable. We have made the
necessary adjustments to our financial statements and footnote
disclosures in our Interim Report on Form 10-Q. We are in the process
of improving our internal controls in an effort
to remediate the deficiencies. There have
been no significant changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to
the end of the period covered by this report based on such
evaluation.
5
PART
II
OTHER
INFORMATION
Item
1 Legal Proceedings
None.
None.
Item
3 Defaults Upon Senior Securities
None
Item
4 Submission of Matters to a Vote of Security
Holders
None
None
Item
6 Exhibits
(a) The
following sets forth those exhibits filed pursuant to Item
601 of Regulation S-K:
|
Exhibit
number
|
Descriptions
|
|
31.1*
|
Certification
of the Chief Executive Officer and Chief Financial Officer, dated February
13, 2009,
|
|
pursuant
to Section 302 of Sarbanes-Oxley Act of 2002.
|
|
|
32.1
*
|
Certification
Chief Executive Officer and Chief Financial Officer, dated February 13,
2009, pursuant
|
|
to
Section 906 of Sarbanes-Oxley Act of 2002.
|
|
___________
* Filed
herewith.
(b)
The following sets forth the Company's reports
on Form 8-K that have been filed during the quarter for which this report is
filed:
None.
6
Pursuant to
the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
| Zandaria Ventures, Inc. | |||
|
|
By:
|
/s/ /s/ Jason Smart | |
| Jason Smart | |||
| Chief Executive Officer, | |||
|
Date:
February 12, 2009
|
President and Chairman of the Board* | ||
* Jason
Smart has signed both
on behalf of the registrant as a
duly authorized officer and as the Registrant's principal accounting
officer.
7