Plyzer Technologies Inc. - Quarter Report: 2009 June (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 June 30, 2009
o 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.
(Exact
name of registrant as specified in its charter)
| Nevada | Applied for | |
|
(State
or other jurisdiction of
incorporation)
|
(IRS
Employer Identification
No.)
|
2300 Palm
Beach Lakes Ave, Suite 218
West Palm
Beach FL33409
(Address
of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (561) 697-8751
N/A
(Former
name or former address, if changes since last report)
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 o
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
|
o
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
July 27, 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-K. 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.
INDEX
| PART I. - FINANCIAL INFORMATION | ||
|
Financial
Statements
|
|
|
|
Item
2
|
Management's
Discussion and Analysis or Plan of Operations
|
|
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
|
|
Item
4T.
|
Controls
and Procedures
|
|
| PART II. - OTHER INFORMATION | ||
|
Item
1
|
Legal
Proceedings
|
|
|
Item
1A.
|
Risk
Factors
|
|
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
|
Item
3
|
Defaults
Upon Senior Securities
|
|
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
|
|
Other
Information
|
|
|
|
Item
6
|
Exhibits
|
|
|
SIGNATURES
|
|
|
| EXHIBITS |
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
|
-1-
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Balance
Sheet
|
June
30, 2009
|
March
31, 2009
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 7,992 | $ | 3,305 | ||||
|
Prepaid
expenses
|
0 | 0 | ||||||
|
Total
current assets
|
7,992 | 3,305 | ||||||
|
OTHER
ASSETS
|
||||||||
|
Other
assets
|
0 | 0 | ||||||
|
Total
other assets
|
0 | 0 | ||||||
|
Total
Assets
|
$ | 7,992 | $ | 3,305 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 16,750 | $ | 15,517 | ||||
|
Note
payable
|
36,158 | 36,857 | ||||||
|
Total
current liabilities
|
52,908 | 52,374 | ||||||
|
LONG-TERM
LIABILITIES
|
||||||||
|
Long-term
note payable
|
50,000 | 30,000 | ||||||
|
Total
long-term liabilities
|
50,000 | 30,000 | ||||||
|
Total
Liabilities
|
102,908 | 82,374 | ||||||
|
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
|
(117,891 | ) | (102,044 | ) | ||||
|
Total
stockholders’ equity
|
(97,541 | ) | (81,694 | ) | ||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 7,992 | $ | 3,305 | ||||
The
accompanying notes are an integral part of the financial statements
-2-
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Statements
of Operations
Three
Months Ended June 30,
(Unaudited)
|
2009
|
2008
|
Cumulative from
February 23, 2005 (inception) to
June
30, 2009
|
||||||||||
|
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | ||||||
|
OPERATING
EXPENSES:
|
||||||||||||
|
General
and administrative expenses
|
1,338 | 1,630 | 21,416 | |||||||||
|
Interest
expense
|
534 | 0 | 1,709 | |||||||||
|
Geological,
mineral, prospecting costs
|
0 | 0 | 9,740 | |||||||||
|
Professional
fees
|
13,975 | 15,000 | 84,776 | |||||||||
|
Total
expenses
|
15,847 | 16,630 | 117,641 | |||||||||
|
Other
comprehensive income from abandonment of conversion rights
|
0 | 0 | 250 | |||||||||
|
Net
income (loss)
|
$ | (15,847 | ) | $ | (16,630 | ) | $ | (117,891 | ) | |||
|
Income
(loss) per weighted average common share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
Number
of weighted average common shares outstanding
|
7,755,000 | 7,755,000 | ||||||||||
The
accompanying notes are an integral part of the financial statements
-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
|
|||||||||||||||||||
|
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 | ) | ||||||||||||||||
|
BALANCE, March 31, 2009
(unaudited)
|
7,752,500 | 7,752 | 12,845 | (102,044 | ) | (250 | ) | (81,694 | ) | |||||||||||||||
|
Net
loss
|
0 | 0 | 0 | (15,847 | ) | 0 | (15,847 | ) | ||||||||||||||||
|
BALANCE, June 30, 2009
(unaudited)
|
7,752,500 | $ | 7,752 | $ | 12,845 | $ | (117,891 | ) | $ | (250 | ) | $ | (97,541 | ) |
The
accompanying notes are an integral part of the financial statements
-4-
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
Statements
of Cash Flows
Three
Months Ended June 30,
(Unaudited)
|
2009
|
2008
|
Cumulative from
February 23, 2005 (inception) to June 30, 2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (15,847 | ) | $ | (16,630 | ) | $ | (117,891 | ) | |||
|
Adjustments
to reconcile net loss to net cash used by
operating
activities:
|
||||||||||||
|
Common
stock issued for services
|
0 | 0 | 500 | |||||||||
|
Amortization
of note payable discount
|
534 | 0 | 1,709 | |||||||||
|
Amortization
of prepaid interest
|
0 | 0 | 6,549 | |||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Increase
(decrease) in accounts payable - trade
|
0 | (550 | ) | 12,600 | ||||||||
|
Increase
(decrease) in prepaid interest
|
0 | 0 | 0 | |||||||||
|
Net
cash provided (used) by operating activities
|
(15,313 | ) | (17,180 | ) | (96,533 | ) | ||||||
|
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
|
20,000 | 20,000 | 89,425 | |||||||||
|
Payments
on notes payable
|
0 | 0 | (5,000 | ) | ||||||||
|
Net
cash provided by financing activities
|
20,000 | 20,000 | 104,525 | |||||||||
|
Net
increase (decrease) in cash
|
4,687 | 2,820 | 7,992 | |||||||||
|
CASH, beginning of
period
|
3,305 | 4,032 | 0 | |||||||||
|
CASH, end of
period
|
$ | 7,992 | $ | 6,852 | $ | 7,992 | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Non-Cash
Financing Activities:
|
||||||||||||
|
None
|
||||||||||||
The
accompanying notes are an integral part of the financial statements
-5-
Zandaria
Ventures, Inc.
(an
exploration stage enterprise)
NOTES TO
FINANCIAL STATEMENTS
(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 three months ended June 30,
2009 and 2008 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 three 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 $117,891
accumulated through June 30, 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 2009, 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, 2009 the Company owed notes payable of $64,413
to the current President and CEO.
-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.
|
June
30, 2009
|
||||
|
August
4, 2009
|
$ |
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
|
|||
|
May
20, 2009
|
20,000
|
|||
| $ |
88,599
|
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 the notes to be amortized as
interest expense over the term of the notes.
NOTE 5 –
STOCKHOLDERS EQUITY
At June
30, 2009, 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.
-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, 2009. 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 June 30, 2009 to the Quarter Ended
June 30, 2008
Revenues
The
Company did not generate any revenues from operations for the three months ended
June 30, 2009 or 2008. 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
decreased by $783 from $16,630 for the three months ended June 30, 2008 to
$15,847 for the three months ended June 30, 2009. The decrease in our net
operating expenses is due to decreased professional fees expenses
incurred.
-8-
Net
Loss
Net loss
decreased by $783 from net loss of $16,630 for the three months ended June 30,
2008 to a net loss of $15,847 for the three months ended June 30, 2009. The
decrease in net operating loss is due to the decreased professional fees
expenses incurred.
At June
30, 2009, our accumulated deficit was $117,891.
Assets
and Liabilities
Our total
assets were $7,992 at June 30, 2009. Our assets consist of
cash of $7,992.
Total
Current Liabilities are $52,908 at June 30,
2009. Our notes payable are
for $36,158.
Financial
Condition, Liquidity and Capital Resources
At June
30, 2009, we had cash and cash equivalents of $7,992. 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 $69,633 from
him.
As of
June 30, 2009, we had a working capital deficit of $44,916. 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, 2010 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.
-9-
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 June
30, 2009 and 2008.
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.
-10-
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 pursuant to Section 302 of
Sarbanes-Oxley Act of
2002.
31.2
* Certification of the Acting Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley
Act of 2002.
32.1
* Certification Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley Act of
2002.
32.1
* Certification Acting Chief Financial Officer 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.
-11-
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/ Jason Smart | |
| Jason Smart | |||
|
Chief
Executive Officer,
President
and Chairman of the Board*
|
|||
| Date: August 14, 2009 | |||
* Jason
Smart has signed both
on behalf of the registrant as a
duly authorized
officer and as the Registrant's principal accounting officer.