Plyzer Technologies Inc. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
(Mark
One)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended March 31, 2009
o TRANSITION
REPORT PURSUANT TO 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.
(Name
of small business issuer in its charter)
|
Nevada
|
Applied
for
|
|
|
(State
or other jurisdiction ofincorporation or organization)
|
(I.R.S.
EmployerIdentification No.)
|
|
|
2300 Palm Beach Lakes Blvd.,
Suite 218
West Palm Beach,
Florida
(Address
of principal executive offices)
|
33409
(Zip
Code)
|
|
Issuer’s
telephone number:(561)
697-8740
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, Par Value $0.001 Per Share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.Yes o No
x
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 of 1934 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
o
Indicate
by check mark if
disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
|
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 Act).Yes x No
o
Of the
7,755,000 shares of voting stock of the registrant issued and outstanding as of
March 31, 2009, 5,250,000 shares were held by non-affiliates. The aggregate
market value of the voting stock held by non-affiliates of the registrant
computed by reference to the closing bid price of its Common Stock as reported
on the OTC Bulletin Board on May 18, 2009: $7,875,000.
Transitional
Small Business Disclosure Format (check one): Yes o No
x
DOCUMENTS
INCORPORATED BY REFERENCE
None
PART I
The
following discussion should be read in conjunction with the Company’s audited
financial statements and notes thereto and Item 6 included herein. In
connection with, and because the Company desires to take advantage of, the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995, the
Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other statement
made by, or on its behalf, whether or not in future filings with the Securities
and Exchange Commission. Forward-looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results or other developments. Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company’s control and many of which,
with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on the Company’s behalf. Without limiting the generality
of the foregoing, words such as "may", "anticipate", "intend", "could",
"estimate", or "continue" or the negative or other comparable terminology are
intended to identify forward-looking statements. The Company disclaims any
obligation to update forward-looking statements.
Item 1.
Description of Business
Business of the
Company
We
were incorporated on February 23, 2005 under the laws of the state of Nevada. On
that date, Steven Cozine was appointed as our sole
director. Mr. Cozine was also appointed as our
president, secretary, treasurer and chief executive
officer.
The Company
is a start-up, developmental stage company and has not yet generated or realized
any revenues from business operations. The Company's business
strategy focused on Chip claim exploration in Canada. In 2007 the
Company decided to exit this business plan and seek a different plan that would
require less start-up capital to develop. 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
anticipated until it begins the exploration plans on the Chip claims.
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. In the event we raise cash, we will likely use such funds to
develop a new business plan, which is asyet undetermined. 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".
Our
principal place of business is 2300 Palm Beach Lakes Blvd., Suite 218, West Palm
Beach, Florida 33409, and our telephone number at that address is (561)
697-8740.
-1-
Employees
As of
March 31, 2009, the Company employed no full time and no part time
employees. None of the Company's employees are represented by labor
unions. The Company believes its relationship with employees is
excellent and does not believe that unionization is likely to
happen. We anticipate hiring additional employees over the next
twelve months if we are successful in implementing a new plan of
operations.
Subsidiaries
We do not
have any subsidiaries.
Patents
and Trademarks
We do not
own, either legally or beneficially, any patents or trademarks.
Available
Information
Information
regarding the Company's annual reports on Form 10-KSB, quarterly reports on Form
10-QSB/10-Q, current reports on Form 8-K, and any amendments to these reports,
are available to the public from the SEC's website at http://www.sec.gov as soon
as reasonably practicable after the Company electronically files such reports
with the Securities and Exchange Commission. Any document that the
Company files with the SEC may also be read and copied at the SEC's public
reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.
Risk
Factors Risk Factors
You
should consider each of the following risk factors and any other information set
forth in this Form 10-KSB and the other Company’s reports filed with the
Securities and Exchange Commission (“SEC”), including the Company’s financial
statements and related notes, in evaluating the Company’s business and
prospects. The risks and uncertainties described below are not the only ones
that impact on the Company’s operations and business. Additional risks and
uncertainties not presently known to the Company, or that the Company currently
considers immaterial, may also impair its business or operations. If any of the
following risks actually occur, the Company’s business and financial condition,
results or prospects could be harmed.
Risks
Associated With the Company’s Prospective Business And
Operations
The Company lacks
meaningful operating history and will require substantial capital if it is to
be successful. We will require additional funds for our
operations.
-2-
At March
31, 2009, we had a working capital deficiency of approximately
$77,894. We will require significant cash during fiscal 2010, in
order to implement any acquisitions. No assurances can be given that the Company
will be able to obtain the necessary funding during this time to make any
acquisitions. The inability to raise additional funds will have a
material adverse affect on the Company’s business, plan of operation and
prospects. Acquisitions may be made with cash or our securities or a
combination of cash and securities. To the extent that we require cash, we may
have to borrow the funds or sell equity securities. The issuance of equity, if
available, would result in dilution to our stockholders. We have no
commitments from any financing source and we may not be able to raise any cash
necessary to complete an acquisition. If we fail to make any acquisitions, our
future growth may be limited. If we make any acquisitions, they may
disrupt or have a negative impact on our business.
The terms
on which we may raise additional capital may result in significant dilution and
may impair our stock price. Because of our cash position, our stock price and
our immediate cash requirements, it is difficult for us to raise capital for any
acquisition. We cannot assure you that we will be able to get financing on any
terms, and, if we are able to raise funds, it may be necessary for us to sell
our securities at a price that is at a significant discount from the market
price and on other terms which may be disadvantageous to us. In connection with
any such financing, we may be required to provide registration rights to the
investors and pay damages to the investor in the event that the registration
statement is not filed or declared effective by specified dates. The price and
terms of any financing which would be available to us could result in both the
issuance of a significant number of shares and significant downward pressure on
our stock price.
The
Company’s officers and directors may have conflicts of interest and do not
devote full time to the Company’s operations.
The
Company’s officers and directors may have conflicts of interest in that they are
and may become affiliated with other companies. In addition, the Company’s
officers do not devote full time to the Company’s operations. Until such time
that the Company can afford executive compensation commensurate with that being
paid in the marketplace, its officers will not devote their full time and
attention to the operations of the Company. No assurances can be given as to
when the Company will be financially able to engage its officers on a full time
basis.
We have not voluntarily implemented various
corporate governance measures in the absence of which, shareholders may have
more limited protections against interested director transactions, conflicts of
interest and similar matters.
Recent
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in
the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets. Some of these
measures have been adopted in response to legal requirements. Others have been
adopted by companies in response to the requirements of national securities
exchanges, such as the NYSE or The Nasdaq Stock Market, on which their
securities are listed. Among the corporate governance measures that are required
under the rules of national securities exchanges and Nasdaq are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. While our board of directors has adopted a Code of
Ethics and Business Conduct, we have not yet adopted any of these corporate
governance measures and, since our securities are not yet listed on a national
securities exchange or Nasdaq, we are not required to do so. It is possible that
if we were to adopt some or all of these corporate governance measures,
shareholders would benefit from somewhat greater assurances that internal
corporate decisions were being made by disinterested directors and that policies
had been implemented to define responsible conduct. For example, in the absence
of audit, nominating and compensation committees comprised of at least a
majority of independent directors, decisions concerning matters such as
compensation packages to our senior officers and recommendations for director
nominees may be made by a majority of directors who have an interest in the
outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance measures in formulating their
investment decisions.
-3-
Provisions
of our Articles of Incorporation and Bylaws may delay or prevent take-over which
may not be in the best interest of our stockholders.
Provisions
of our articles of incorporation and bylaws may be deemed to have anti-takeover
effects, which include when and by whom special meetings of our stockholders may
be called, and may delay, defer or prevent a takeover attempt. In addition,
certain provisions of the Florida Statutes also may be deemed to have certain
anti-takeover effects which include that control of shares acquired in excess of
certain specified thresholds will not possess any voting rights unless these
voting rights are approved by a majority of a corporation's disinterested
stockholders. In addition, our articles of incorporation authorize
the issuance of up to 10,000,000 shares of preferred stock with such rights and
preferences as may be determined from time to time by our board of directors, of
which 0 shares of Preferred Stock are issued and outstanding as of March 31,
2009. Our board of directors may, without stockholder approval, issue preferred
stock with dividends, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of our common
stock. As a result, our board of directors can issue such stock to
investors who support our management and give effective control of our business
to our management.
We may be
exposed to potential risks relating to our internal controls over financial
reporting and our ability to have those controls attested to by our independent
auditors.
As
directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"), the
Securities and Exchange Commission adopted rules requiring public companies to
include a report of management on the company's internal controls over financial
reporting in their annual reports, including Form 10-K. In addition, the
independent registered public accounting firm auditing a company's financial
statements must also attest to and report on management's assessment of the
effectiveness of the company's internal controls over financial reporting as
well as the operating effectiveness of the company's internal controls. We are
evaluating our internal control systems quarterly in order to allow our
management to report on, and our independent auditors attest to, our internal
controls, as a required part of our Annual Report on Form 10-K beginning with
our report for the fiscal year ended March 31, 2009.
While we
expect to expend significant resources in developing the necessary documentation
and testing procedures required by SOX 404, there is a risk that we will not
comply with all of the requirements imposed thereby. At present, there is no
precedent available with which to measure compliance adequacy. Accordingly,
there can be no positive assurance that we will receive a positive attestation
from our independent auditors. In the event we identify significant deficiencies
or material weaknesses in our internal controls that we cannot remediate in a
timely manner or we are unable to receive a positive attestation from our
independent auditors with respect to our internal controls, investors and others
may lose confidence in the reliability of our financial statements and our
ability to obtain equity or debt financing could suffer.
Risks
Related to the Company’s Common Stock
The
Company does not expect to pay dividends in the foreseeable future.
-4-
The
Company has never paid cash dividends on its common stock and has no plans to do
so in the foreseeable future. The Company intends to retain earnings, if any, to
develop and expand its business.
“Penny
stock” rules may make buying or selling the common stock difficult and severely
limit their market and liquidity.
Trading
in the Company’s common stock is subject to certain regulations adopted by the
SEC commonly known as the “Penny Stock Rules”. The Company’s common stock
qualifies as penny stock and is covered by Section 15(g) of the Securities and
Exchange Act of 1934, as amended (the “1934 Act”), which imposes additional
sales practice requirements on broker/dealers who sell the Company’s common
stock in the market. The “Penny Stock” rules govern how broker/dealers can deal
with their clients and “penny stock”. For sales of the Company’s common stock,
the broker/dealer must make a special suitability determination and receive from
clients a written agreement prior to making a sale. The additional burdens
imposed upon broker/dealers by the “penny stock” rules may discourage
broker/dealers from effecting transactions in the Company’s common stock, which
could severely limit its market price and liquidity. This could prevent
investors from reselling Echo common stock and may cause the price of the common
stock to decline.
Although
publicly traded, the Company’s common stock has substantially less liquidity
than the average trading market for a stock quoted on other national exchanges,
and our price may fluctuate dramatically in the future.
Although
the Company’s common stock is listed for trading on the Over-the-Counter
Electronic Bulletin Board, the trading market in the common stock has
substantially less liquidity than the average trading market for companies
quoted on other national stock exchanges. A public trading market having the
desired characteristics of depth, liquidity and orderliness depends on the
presence in the marketplace of willing buyers and sellers of our common stock at
any given time. This presence depends on the individual decisions of investors
and general economic and market conditions over which we have no control. Due to
limited trading volume, the market price of the Company’s common stock may
fluctuate significantly in the future, and these fluctuations may be unrelated
to the Company’s performance. General market price declines or overall market
volatility in the future could adversely affect the price of the Company’s
common stock, and the current market price may not be indicative of future
market prices.
Item 2.
Description of Property
The
Company’s current executive offices are at 2300 Palm Beach Lakes Blvd., Suite
218, West Palm Beach, Florida 33409. The property consists of
approximately 100 square feet of finished office space. We pay no rent or other
fees for the use of the mailing address as these offices are used virtually
full-time by other businesses of our shareholder. We believe that the
foregoing space is adequate to meet our current needs and anticipate moving our
offices during the next twelve (12) months if we are able to execute a
new business plan.
Item 3.
Legal Proceedings
None.
Item 4.
Submission of Matters to a Vote of Security Holders
No matter
was submitted to a vote of our shareholders, through the solicitation of proxies
or otherwise during the fourth quarter of our fiscal year ended March 31, 2009,
covered by this report.
-5-
PART II
Item 5.
Market for Common Equity and Related Stockholder Matters.
(a) Market Information.
There is no established trading market in our Common
Stock. The Company's
common
stock is traded only on the OTC Bulletin Board (OTC: ZDVN).
(b) Holders. As
of March 31, 2009, there were approximately thirty-five (35) holders of record
of our common stock, which excludes those shareholders holding stock in street
name.
(c) Dividend
Policy. We have not declared or paid cash dividends or made
distributions in the past, and we do not anticipate that we will pay cash
dividends or make distributions in the foreseeable future. We currently intend
to retain and reinvest future earnings, if any, to finance our
operations.
(d) Equity Compensation
Plans. We have not authorized any compensation plans
(including individual compensation arrangements) under which our equity
securities have been authorized for issuance as of the end of the most recently
completed fiscal year ended March 31, 2009. We have not authorized
any such plan for the fiscal year ended March 31, 2009.
Recent Sales of Unregistered
Securities.
We did
not sell any securities during the period covered by this report that were not
registered under the Securities Act of 1933, as amended.
Item 7.
Management's Discussion and Analysis
Discussion and
Analysis
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."
This
report on Form 10-K contains forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ materially
from those discussed in the forward-looking statements and from historical
results of operations. Among the risks and uncertainties which could cause such
a difference are those relating to our dependence upon certain key personnel,
our ability to manage our growth, our success in implementing the business
strategy, our success in arranging financing where required, and the risk of
economic and market factors affecting us or our customers. Many of such risk
factors are beyond the control of the Company and its management.
FOR THE
YEAR ENDED MARCH 31, 2009 AND 2008
Results of
operations
For the
twelve months ended March 31, 2009 and 2008, we had no significant
operations.
-6-
Net Operating
Revenues
There was
no operating revenue for the twelve months ended March 31, 2009, and 2008
respectively.
Operating Expenses and
Charges
The
significant operating expenses for the twelve months ended March 31,
2009, included $5,105 in general and administrative expenses and $26,163 in
professional fees. For the twelve months ended March 31, 2008, the significant
expenses were $3,744 in general and administrative expenses and $18,600 in
professional fees.
Financial Condition,
Liquidity and Capital Resources
For the
twelve months ended March 31, 2009 and 2008, the Company has not generated cash
flow from operations. Consequently, the Company has been dependent upon third
party loans to fund its cash requirements.
As of
March 31, 2009, the Company had cash of $3,305. The Company's total assets
decreased from $5,123 as of March 31, 2008 to $3,305. At March 31, 2009, total
liabilities increased from $51,749 to $82,374. This increase is attributable to
borrowing to pay expenses. As of March 31, 2009, the Company had no
outstanding debt other than ordinary trade payables, accrued liabilities, short
term loans and a stockholder loans. 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.
Business Plan and
Strategy
As a
direct result of the failure of the Company’s mining business plan it has
reverted to the development stage. The Company is currently evaluating certain
opportunities.
Going
Concern
The
accompanying consolidated financial statements have been prepared assuming that
we will continue as a going concern. We have a stockholders deficit of $81,694
and a working capital deficiency of $49,069 at March 31, 2009, and net losses
from operations of $32,443 and $22,344, respectively, for the years ended March
31, 2009 and 2008. These conditions raise substantial doubt about our
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might be necessary if we are unable to continue
as a going concern.
Recent
Accounting PronouncementsRecent Accounting Pronouncements
In July
2001 the FASB issued SFAS No. 141 "Business Combinations" and SFAS No. 142
"Goodwill and Other Intangible Assets." We have adopted the provisions of SFAS
No. 141 and 142, and such adoption did not impact our results of
operations.
In July
2001 the SEC issued SAB 102 "Selected Loan Loss Allowance Methodology and
Documentation Issues." We do not expect this SAB to have any effect on our
financial position or results of operations.
In August
2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." Management does not expect the standard to have any effect on our
financial position or results of operations.
In
October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Long-Lived Assets." We have adopted the provisions of SFAS No. 144 and 142, and
such adoption did not impact our results of operations.
-7-
In April
2002 the FASB issued SFAS No. 145, "Rescission of SFAS's 4, 44 and 64, Amendment
of SFAS No. 13 and Technical Corrections." Management does not expect the
standard to have any effect on our financial position or results of
operations.
In June
2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities." Management does not expect the standard to have any effect
on our financial position or results of operations.
In
October 2002 the FASB issued SFAS No. 147, "Acquisition of Certain Financial
Institutions." Management does not expect the standard to have any effect on our
financial position or results of operations.
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.
Start-Up
Costs. Costs of start-up activities, including organization costs, are expensed
as incurred, in accordance with Statement of Position (SOP)
98-5.
Net loss
per share. Basic loss per weighted average common share excludes dilution and is
computed by dividing the net loss by the weighted average number of common
shares outstanding during the period. The Company applies Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (FAS 123).
Fair
value of financial instruments. The carrying values of cash and accrued
liabilities approximate their fair values due to the short maturity of these
instruments.
The
preparation of financial statements in conformity with generally accepted
accounting principles (GAAP) 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 may differ from those
estimates.
Off-Balance Sheet
Arrangements
We have
not entered into any off-balance sheet arrangements. We do not anticipate
entering into any off-balance sheet arrangements during the next 12
months.
-8-
Item 8.
Financial Statements and Supplementary Data
Our financial statements have been
examined to the extent indicated in their reports by Pollard-Kelley Auditing
Services, Inc.for the two years ended March 31, 2009 and 2008, and have been prepared in
accordance with generally accepted accounting principles and pursuant
to Regulation S-X as promulgated by the Securities and Exchange
Commission and are included herein, on Page F-1 hereof in response to
Part F/S of this Form 10-K.
Item
9. Changes In
and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
Item
9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We have
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and ourChief Financial
Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of March 31,
2009.
Management's Report on Internal Control
Over Financial Reporting. Our Management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules
define internal control over financial reporting as a process designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes
those policies and procedures that: 1.Pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; 2. Provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
out receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and 3. Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition our assets that could have a
material effect on our financial statements.
Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
-9-
Management
assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. In
making this assessment, our management used the criteria established
in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on our assessment, we believe that, as of March 31, 2009, our
internal control over financial reporting is effective based on those
criteria.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only
management's report in this annual report.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting during the
most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
Item
9B. Other Information
None.
PART
III
(a) Set
forth below are the names, ages, positions, with the Company and business
experiences of the executive officers and directors of the Company.
| Name | Age | Position(s) with Company |
|
Jason
Smart
|
29
|
President,
Chief Executive Officer, Secretary and
Director
|
Business
Experience
Jason
Smart, born March 30, 1980, owns and operates Strategic Consultants, Inc., a
market research company, based in Ontario Canada. Mr. Smart has owned
and operated this company since early 2000. Through Mr. Smart,
Strategic Consultants, Inc., provides advertising assessment studies for
companies and products. The studies include focus on product and service
awareness and satisfaction, competitive analysis of product and services,
consumer analysis of product and services, specific customer satisfaction,
imaging and positioning of products and services, pricing analysis of product
and services and service quality and product/service development, as well as
real estate projections.
Committees
of the Board of Directors
We
presently do not have an audit committee, compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees. However, our board of directors may establish
various committees during the current fiscal year.
-10-
Compensation
of Directors
Our
directors receive no cash compensation.
Terms of
Office
Our
directors are appointed for one-year terms to hold office until the next annual
general meeting of the holders of our Common Stock or until removed from office
in accordance with our by-laws. Our officers are appointed by our board of
directors and hold office until removed by our board of directors.
Involvement
in Certain Legal Proceedings
Except as
indicated above, no event listed in Sub-paragraphs (1) through (4) of
Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any
of our present executive officers or directors or any nominee for director
during the past five years which is material to an evaluation of the ability or
integrity of such director or officer.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934
For
companies registered pursuant to section 12(g) of the Exchange Act, Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than ten percent of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a
review of the copies of reports furnished to us and written representations that
no other reports were required, Section 16(a) filing requirements applicable to
our officers, directors and greater than ten percent beneficial owners were not
complied with on a timely basis for the period which this report
relates.
Code of
Ethics
In
September 2006, we adopted a Code of Ethics and Business Conduct that applies to
our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions. We undertake to provide to any person without charge, upon
request, a copy of our Code of Ethics and Business Conduct.
Conflicts
of Interest
None of
our officers will devote more than a portion of his time to our
affairs. There will be occasions when the time requirements of our
business conflict with the demands of the officers other business and
investment activities. Such conflicts may require that we attempt to
employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to us.
Our
officers, directors and principal shareholders may actively negotiate for the
purchase of a portion of their common stock as a condition to, or in connection
with, a proposed merger or acquisition transaction, if any. In the event that
such a transaction occurs, it is anticipated that a substantial
premium may be paid by the purchaser in conjunction with any sale of shares by
our officers, directors and principal shareholders made as a condition to, or in
connection with, a proposed merger or acquisition transaction. The fact that a
substantial premium may be paid to members of
our management to acquire their shares creates a conflict of interest
for them and may compromise their state law fiduciary duties to the our other
shareholders. In making any such sale, members of Company management may
consider their own personal pecuniary benefit rather than the best interests of
the Company and the Company's other shareholders, and the other shareholders are
not expected to be afforded the opportunity to approve or consent to
any particular buy-out transaction involving shares held by members
of Company management.
-11-
It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of our directors or executive officers, or to any other affiliate of
us except as described under Executive Compensation below.
Although
management has no current plans to cause us to do so, it is possible that we may
enter into an agreement with an acquisition candidate requiring the
sale of all or a portion of the Common Stock held by our current stockholders to
the acquisition candidate or principals thereof, or to other
individuals or business entities, or requiring some other form of payment to our
current stockholders, or requiring the future employment of specified officers
and payment of salaries to them. It is more likely than not that any sale of
securities by our current stockholders to an acquisition candidate would be at a
price substantially higher than that originally paid by such stockholders. Any
payment to current stockholders in the context of an acquisition involving us
would be determined entirely by the largely unforeseeable terms of a future
agreement with an unidentified business entity.
Item
11. Executive Compensation
The
following table shows all the cash compensation paid by the Company, as well as
certain other compensation paid or accrued, during the fiscal years
ended March 31, 2007 and 2006 to the Company’s President and highest paid
executive officers. No restricted stock awards, long-term incentive plan payouts
or other types of compensation, other than compensation identified in the chart
below, were paid to these executive officers during these fiscal
years.
|
LONG
TERM COMPENSATION
|
||||||||
|
ANNUAL
COMPENSATION
|
AWARDS
|
PAYOUTS
|
||||||
|
NAME
AND POSITION
|
YEAR
|
SALARY
|
BONUS
|
OTHER
ANNUAL
COMPENSATION
|
RESTRICTED
STOCK
AWARDS
|
SECURITIES
UNDERLYING
OPTIONS/SARS
|
LTIP
PAYOUTS
|
ALL
OTHER
COMPENSATION
|
|
Jason
Smart
|
2008
|
0
|
||||||
|
2007
|
0
|
|||||||
|
Steven
Cozine
|
2006
|
2,300
|
||||||
Compensation
of Directors
We have
no standard arrangements for compensating our board of directors for their
attendance at meetings of the Board of Directors.
-12-
Bonuses
and Deferred Compensation
We do not
have any bonus, deferred compensation or retirement plan. Such plans
may be adopted by us at such time as deemed reasonable by our board of
directors. We do not have a compensation committee, all decisions
regarding compensation are determined by our board of directors.
Stock
Option and Stock Appreciation Rights.
We do not
currently have a Stock Option or Stock Appreciation Rights Plan. No stock
options or stock appreciation rights were awarded during the fiscal year ended
March 31, 2009, or the period ending on the date of this Report.
Termination
of Employment and Change of Control Arrangement
There are
no compensatory plans or arrangements, including payments to be received from
us, with respect to any person named in cash compensation set out above which
would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's employment with
us or our subsidiaries, or any change in control of us, or a change in the
person's responsibilities following a changing in control.
Item
12. Security Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of March 31, 2009, information with respect to
the beneficial ownership of our common stock by (i) persons known by us to
beneficially own more than five percent of the outstanding shares, (ii) each
director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
|
Common
Stock
Beneficially
Owned
|
||||||
|
Name
and Address
|
Title
of Class
|
Number
|
Percent
(1)
|
|||
|
Steven Cozine*
1460
Barclay Suite 701
Vancouver,
BC Canada V6G1J5
|
Common
|
2,500,000
|
32.23%
|
|||
* no
longer an officer/director as of March 31, 2007.
(1) Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. As
a result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person's actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on
March 31, 2009. As of March 31, 2009, there were 7,755,000 shares of our common
stock issued and outstanding.
-13-
Securities
Authorized for Issuance Under Equity Compensation Plans
The
following table sets forth information as of March 31, 2009, with respect to
compensation plans (including individual compensation arrangements) under which
our common stock is authorized for issuance, aggregated as follows: (i) all
compensation plans previously approved by security holders; and (ii) all
compensation plans not previously approved by security Holders:
None.
Item
13. Certain Relationships and Related Transactions
Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party during the past two
years, or in any proposed transaction to which the Company is proposed to be a
party:
(A)
any director or officer;
(B)
any proposed nominee for election as a director;
(C)
any person who beneficially owns, directly or indirectly, shares carrying more
than 5% of the voting rights attached to our common stock; or
(D)
any relative or spouse of any of the foregoing persons, or any relative of such
spouse, who has the same house as such person or who is a director or officer of
any parent or subsidiary.
Item
14. Principal Accounting Fees and Services.
|
Audit
Fees
|
Audit-Related
Fees
|
Tax
Fees
|
All
Other Fees
|
|
|
2009
|
$10,000
|
none
|
none
|
none
|
|
2008
|
$10,000
|
none
|
none
|
none
|
We have
no formal audit committee. However, our entire Board of Directors (the "Board")
is our defacto audit committee. In discharging its oversight responsibility as
to the audit process, the Board obtained from the independent auditors a formal
written statement describing all relationships between the auditors
and us that might bear on the auditors' independence as required by Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees." The Board discussed with the auditors any relationships that may
impact their objectivity and independence, including fees for non-audit
services, and satisfied itself as to the auditors' independence. The Board also
discussed with management, the internal auditors and the independent auditors
the quality and adequacy of its internal controls. The Board reviewed with the
independent auditors their management letter on internal controls.
The Board
discussed and reviewed with the independent auditors all matters
required to be discussed by auditing standards generally accepted in the United
States of America, including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees". The Board reviewed
the audited consolidated financial statements of the Company as of and for the
year ended December 31, 2008 with management and the independent
auditors. Management has the responsibility for the preparation of the Company's
financial statements and the independent auditors have the responsibility for
the examination of those statements. Based on the above-mentioned
review and discussions with the independent auditors and management, the Board
of Directors approved the Company's audited consolidated financial statements
and recommended that they be included in its Annual Report on Form 10-K for the
year ended March 31, 2009, for filing with the Securities and Exchange
Commission. The Board also approved the reappointment of
Pollard-Kelley Auditing Services, Inc. as independent auditors.
-14-
PART
IV
Item
15. Exhibits and Reports on Form 8-K.
(a) The
exhibits required to be filed herewith by Item 601 of Regulation S-K, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit
No. Description
31.1 Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002.*
* Filed
herewith
(b) Reports on Form
8-K
During
the last quarter of the fiscal year ended March 31, 2009, we did not file any
reports on Form 8-K.
-15-
SIGNATURES SIGNATURES
In
accordance with the Exchange Act, this report has been signed below by the
following persons on our behalf and in the capacities and on the dates
indicated.
| Zandaria Ventures, Inc. | |||
| (Registrant) | |||
|
Date:
June 22, 2009
|
By:
|
/s/ Jason Smart | |
| Jason Smart, President and Chairman | |||
Pursuant
to the requirements of the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/
Jason Smart
|
President
& Chairman
|
June
22 , 2009
|
||
|
Jason
Smart
|
-16-
INDEX
TO FINANCIAL STATEMENTS
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance
Sheet
|
F-3
|
|
Statements
of Operations
|
F-4
|
|
Statements
of Stockholders’ Equity
|
F-5
|
|
Statements
of Cash Flows
|
F-6
|
|
Notes
to Financial Statement
|
F-7
|
F-1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and Stockholders
Zandaria
Ventures, Inc.
West Palm
Beach, Florida
We have
audited the accompanying balance sheet of Zandaria Ventures, Inc., as of March
31, 2009, and the related statements of operations, stockholders’ equity
(deficit) and cash flows for the two years in the period ended March 31, 2009.
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Zandaria Ventures, Inc. as of March
31, 2009, and the results of its operations and its cash flows for the two years
in the period ended March 31, 2009, in conformity with U.S. generally accepted
accounting principles.
The
accompanying financial statements have been prepared assuming that Zandaria
Ventures, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Zandaria Ventures, Inc. suffered recurring losses from
operations which raises substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Pollard-Kelley
Auditing Services, Inc.
Independence,
Ohio
June 22,
2009
F-2
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Balance
Sheet
March
31,
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 3,305 | $ | 4,032 | ||||
|
Prepaid expenses
|
0 | 1,091 | ||||||
|
Total
current assets
|
3,305 | 5,123 | ||||||
|
OTHER
ASSETS
|
||||||||
|
Other
assets
|
0 | 0 | ||||||
|
Total
other assets
|
0 | 0 | ||||||
|
Total
Assets
|
$ | 3,305 | $ | 5,123 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 15,517 | $ | 13,150 | ||||
|
Note
payable
|
36,857 | 38,599 | ||||||
|
Total
current liabilities
|
52,374 | 51,749 | ||||||
|
LONG-TERM
LIABILITIES
|
||||||||
|
Long-term
note payable
|
30,000 | 0 | ||||||
|
Total
long-term liabilities
|
30,000 | 0 | ||||||
|
Total
Liabilities
|
82,374 | 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 | ||||||
|
Additional
paid-in capital
|
12,845 | 12,845 | ||||||
|
Accumulated
other comprehensive income
|
(250 | ) | (250 | ) | ||||
|
Deficit
accumulated during the pre-exploration stage
|
(102,044 | ) | (69,601 | ) | ||||
|
Total
stockholders’ equity
|
(81,694 | ) | (49,251 | ) | ||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 3,305 | $ | 5,123 | ||||
The
accompanying notes are an integral pary of the financial statements
F-3
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Statements
of Operations
Year
Ended March 31,
|
2009
|
2008
|
Cumulative from
February
23, 2005
(inception)
to
March
31, 2009
|
||||||||||
|
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | ||||||
|
OPERATING
EXPENSES:
|
||||||||||||
|
General
and administrative expenses
|
5,105 | 3,744 | 20,328 | |||||||||
|
Geological,
mineral, prospecting costs
|
0 | 0 | 9,740 | |||||||||
|
Interest
expense
|
1,175 | 0 | 1,175 | |||||||||
|
Professional
fees
|
26,163 | 18,600 | 70,801 | |||||||||
|
Total
expenses
|
32,443 | 22,344 | 102,044 | |||||||||
|
Other
comprehensive income from abandonment of conversion rights
|
0 | 250 | 250 | |||||||||
|
Net
income (loss)
|
$ | (32,443 | ) | $ | (22,594 | ) | $ | (102,294 | ) | |||
|
Income
(loss) per weighted average common share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
Number
of weighted average common shares outstanding
|
7,755,000 | 7,754,560 | ||||||||||
The
accompanying notes are an integral pary of the financial statements
F-4
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
|
|||||||||||||||||||
|
BEGINNING BALANCE,
February 23, 2005
|
0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
|
Shares
issued at $0.001
|
2,500,000 | 2,500 | 0 | 0 | 0 | 2,500 | ||||||||||||||||||
|
Shares
issued at $0.003
|
700,000 | 700 | 1,400 | 0 | 0 | 2,100 | ||||||||||||||||||
|
Shares
issued at $0.0025
|
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 | (32,443 | ) | 0 | (32,443 | ) | ||||||||||||||||
|
ENDING BALANCE, March
31, 2009
|
7,752,500 | $ | 7,752 | $ | 12,845 | $ | (102,044 | ) | $ | (250 | ) | $ | (81,694 | ) |
The
accompanying notes are an integral pary of the financial statements
F-5
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Statements
of Cash Flows
Year
Ended March 31,
|
2009
|
2008
|
Cumulative from
February
23, 2005
(inception)
to
March
31, 2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (32,443 | ) | $ | (22,344 | ) | $ | (102,044 | ) | |||
|
Adjustments
to reconcile net loss to net cash used by
operating
activities:
|
||||||||||||
|
Common
stock issued for services
|
0 | 250 | 500 | |||||||||
|
Amortization
of note payable discount
|
1,175 | 0 | 1,175 | |||||||||
|
Amortization
of prepaid interest
|
1,091 | 3,719 | 6,549 | |||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Increase
(decrease) in accounts payable - trade
|
(550 | ) | (1,275 | ) | 12,600 | |||||||
|
Increase
(decrease) in prepaid interest
|
0 | (1,091 | ) | 0 | ||||||||
|
Net
cash provided (used) by operating activities
|
(30,727 | ) | (20,741 | ) | (81,220 | ) | ||||||
|
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 | 69,425 | |||||||||
|
Payments
on notes payable
|
0 | (5,000 | ) | (5,000 | ) | |||||||
|
Net
cash provided by financing activities
|
30,000 | 19,188 | 84,525 | |||||||||
|
Net
increase (decrease) in cash
|
(727 | ) | (1,553 | ) | 3,305 | |||||||
|
CASH, beginning of
period
|
4,032 | 5,585 | 0 | |||||||||
|
CASH, end of
period
|
$ | 3,305 | $ | 4,032 | $ | 3,305 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Non-Cash
Financing Activities:
|
||||||||||||
|
None
|
||||||||||||
The
accompanying notes are an integral pary of the financial statements
F-6
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
NOTES TO
FINANCIAL STATEMENTS
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
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 $100,869
accumulated through March 31, 2009. 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 June
30 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 June 30, 2008 the Company owed notes payable of $44,413
to the current President and CEO.
F-7
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.
|
June
30, 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 | |||
|
July
17, 2007
|
5,000 | |||
|
October
18, 2007
|
10,000 | |||
|
April
7, 2008
|
20,000 | |||
|
November
12, 2008
|
10,000 | |||
| $ | 68,599 | |||
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.
The
Company has recognized a discount of $2,917 for these notes to be amortized as
interest expense over the term of these notes.
NOTE 5 –
STOCKHOLDERS EQUITY
At June
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-8