Plyzer Technologies Inc. - Quarter Report: 2013 August (Form 10-Q)

zdvreport1q14.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-Q

(Mark one)

þ Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period June 30, 2013

 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

ZD VENTURES CORPORATION

[Missing Graphic Reference]

(Exact name of registrant as specified in its charter)

WEBTRADEX INTERNATIONAL CORPORATION

[Missing Graphic Reference]

(Former name or former address, if changes from last report)

Nevada		99-0381956
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

47 Avenue Road, Suite 200

Toronto, ON Canada M5R 2G3

[Missing Graphic Reference]

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (416) 929-1806

[Missing Graphic Reference]

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 þ No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ

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 August 14, 2013, there were approximately 15,943,300 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 harbour for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

INDEX

PART I	FINANCIAL INFORMATION
Item 1	Condensed 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	Mine Safety Disclosures
Item 5	Other Information
Item 6	Exhibits
	Signature

PART I

FINANCIAL INFORMATION

Item 1 – Financial Statements

INDEX TO CONDENSED FINANCIAL STATEMENTS


Condensed Balance Sheets	F-2

Condensed Statements of Operations	F-3

Condensed Statements of Cash Flows	F-4

Notes to Condensed Financial Statement	F-5

ZD Ventures Corporation

f/k/a Webtradex International Corporation

(A development stage enterprise)

Condensed Balance Sheets

		June 30, 2013		March 31, 2013
		(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash	$	4,583	$	3,657
Total Current Assets		4,583		3,657
Intangible assets		317,016		317,016
Goodwill		185,500		185,500
Total Assets	$	507,099	$	506,173

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	28,557	$	42,459
Advances from stockholder		185,326		160,842
Note payable		325,000		325,000
Total Current Liabilities		538,883		528,301
Total Liabilities		538,883		528,301

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, authorized 200,000,000 shares;
15,943,300 and 15,943,300 shares issued and outstanding at June 30, 2013 and March 31, 2013, respectively		15,943		15,943
Additional paid-in capital		70,157		70,157
Accumulated other comprehensive income		4,004		614
Deficit accumulated during the development stage		(121,888)		(108,842)
Total Stockholders’ Deficit		(31,784)		(22,128)
Total Liabilities and Stockholders’ Deficit	$	507,099	$	506,173

The accompanying notes are an integral part of the condensed financial statements.

ZD Ventures Corporation

f/k/a Webtradex International Corporation

(A development stage enterprise)

Condensed Statements of Operations

(Unaudited)

Three months ended June 30,	2013	2012	Cumulative from February 23, 2005 (inception) to June 30, 2013
REVENUES	$-	$-	$-

OPERATING EXPENSES:
General and administrative expenses	1,469	743	60,067
Professional fees	4,000	1,000	139,035
Travel and promotions	3,526	-	14,526
Geological, mineral, prospecting costs	-	-	9,740
Total expenses	8,995	1,743	223,368
Loss from operations	(8,995)	(1,743)	(223,368)
Gain on disposition of debt	-	-	120,638
Interest expense	(4,051)	-	(19,158)
Net loss	(13,046)	(1,743)	(121,888)
Other comprehensive income	3,390	-	4,004
Comprehensive loss	$(9,656)	$(1,743)	$(117,884)

Loss per weighted average common share, basic and diluted	$(0.00)	$(0.00)
Number of weighted average common shares outstanding	15,943,300	15,510,000

The accompanying notes are an integral part of the condensed financial statements

ZD Ventures Corporation

f/k/a Webtradex International Corporation

(A development stage enterprise)

Condensed Statements of Cash Flows

(Unaudited)

Three months ended June 30,	2013	2012	Cumulative from February 23, 2005 (inception) to June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(13,046)	$(1,743)	$(121,888)
Adjustments to reconcile net loss to net cash used by operating activities:
Forgiveness of debt	-	-	(120,638)
Common stock issued for services	-	-	5,500
Amortization of note payable discount	-	-	3,665
Amortization of prepaid interest	-	-	6,549
Changes in operating assets and liabilities
Increase (decrease) in accounts payable and accrued liabilities	(13,902)	(437)	26,931
Net cash used by operating activities	(26,948)	(2,180)	(199,881)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Goodwill and intangible assets	-	-	(117,016)
Net cash used in investing activities	-	-	(117,016)

CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash	-	-	20,100
Advances from stockholder	24,484	2,078	185,326
Proceeds from notes payable	-	-	117,050
Payments on notes payable	-	-	(5,000)
Net cash provided by financing activities	24,484	2,078	317,476

Effects of other comprehensive income	3,390	-	4,004

Net increase in cash	926	(102)	4,583
CASH, beginning of year	3,657	188	-
CASH, end of period	$4,583	$86	$4,583

SUPPLEMENTAL DISCLOSURES
Non-Cash Investing Activities:
Debt settled in common shares	$-	$-	$65,500
Intangibles acquired for debt	$-	$-	$385,500

The accompanying notes are an integral part of the condensed financial statements

ZD Ventures Corporation

f/k/a Webtradex International Corporation

(A development stage enterprise)

Three months ended June 30, 2013

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 – BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)	Business Description

ZD Ventures Corporation, formerly Webtradex International Corporation, (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, is a development stage corporation, and operates from its executive office in Toronto, Ontario, Canada. The Company is currently in the development stage as defined under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 915-10, “Development Stage Entities". All activities of the Company to date relate to its organization, initial funding and share issuances.

In July 2012, the Company acquired certain intellectual properties related to a social website under development (Note 4). The company plans to complete the design and development of this web site and to launch it commercially as soon as possible.

(B)	Basis of Presentation

The unaudited interim financial statements as of and for the three months ended June 30, 2013 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheets, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2014. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting.

(C)	Use of estimates

The financial statements have been prepared in conformity with generally accepted accounting principles (GAAP). 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 statement of financial position and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.

(D)	Goodwill and other Intangible assets

The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Goodwill is tested for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The fair value of the reporting units is estimated using discounted cash flows. Forecasts of future cash flows are based on management’s best estimate of future net sales and operating expenses, based primarily on estimated category expansion, market segment share and general economic conditions.

ZD Ventures Corporation

(A development stage enterprise)

Three months ended June 30, 2013

NOTES TO CONDENSED FINANCIAL STATEMENTS

(E)	Foreign Currency Translation

The Company’s functional and reporting currency is the United States Dollar. Assets and liabilities recorded in currencies other than US dollars are translated into USD at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for stockholders’ equity (deficiency) and revenues, expenses, gains and losses shall be translated at the exchange rate on the dates on which these elements are recognized, or if found to be impractical, the average exchange rate for the period may be used to translate these elements. Adjustments that arise from translation into the reporting currency are recorded as an exchange gain or loss and are recognized as a component of other comprehensive income.

(F)	Income taxes

The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the liability method. Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

It is management's opinion that all adjustments necessary for a fair statement of the results of the interim periods have been made, and all adjustments are of a normal recurring nature.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As of June 30, 2013, the Company has an accumulated deficit amount of $121,888.

ZD Ventures Corporation

(A development stage enterprise)

Three months ended June 30, 2013

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

The management has evaluated all recently issued accounting pronouncements through to the filing date of these financial statements and believes that these pronouncements, although for the current filing date, will not have a material effect on the Company’s position and results of operations may have effects in future.

In July 2012, the FASB issued Accounting Standards Update No. 2012-02,Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment(ASU 2012-02), to simplify how entities test intangibles with indefinite lives for impairment. ASU 2012-02 gives entities the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying amount. If greater than 50 percent likelihood exists that the fair value is less than the carrying amount then a quantitative impairment test as described in Subtopic 350-30 must be performed.

ASU 2012-02 requirements were effective for the Company for this first interim period ended June 30, 2013; however, the adoption of this guidance does not have a material effect on the Company’s financial statements as of this date.

NOTE 4 – INTANGIBLE ASSETS

The following were the movements in the intangible assets:

	June 30, 2013	March 31, 2013
Balance, beginning of the period	$ 317,016	$ -
Amounts relating to acquisition during the period	-	200,000
Development costs incurred during the period	-	117,016
Balance, end of the period	$ 317,016	$ 317,016

Development costs are comprised of fees paid to various consultants for content development, design and editorial work on the B’Wished website.

The B’Wished website is still going through various technical updates and changes to make it viable for a commercial launch. A detailed completion program has been proposed to the programmer extending over a seven week period. The key shareholders have indicated their willingness to support the financing of the proposed development work. The Company therefore believes that its full Minimum Viable Product Launch will occur before the end of 2013.

No amortization is applied to the carrying cost of the intangible assets since they are still under development.

The Company’s management adopts the position that, as at June 30, 2013, there were no indicators of any permanent impairment in the intangible assets.

ZD Ventures Corporation

(A development stage enterprise)

Three months ended June 30, 2013

NOTES TO FINANCIAL STATEMENTS

NOTE 5 – GOODWILL

	June 30, 2013	March 31, 2013
Balance, beginning of the period	$ 185,500	$ -
Amounts relating to acquisition during the period	-	185,500
Balance, end of the period	$ 185,500	$ 185,500

The Goodwill relates to the assets acquired in fiscal 2013. The Company management has carried out an impairment test as at June 30, 2013, by performing a qualitative and quantitative assessment, and adopts the position that there were no indicators of impairment in the goodwill.

NOTE 6 – ADVANCES FROM STOCKHOLDERS/RELATED PARTIES

	June 30, 2013	March 31, 2013
Balance, beginning of the period	$ 160,842	$ 35,422
funds advanced	24,484	125,420
Balance, end of the period	$ 185,326	$ 160,842

Funds were advanced from time to time by Current Capital Corporation (“CCC”), a Canadian based private company in Ontario, fully owned by Mr. John Robinson, a shareholder of the Company. Advances are repayable on demand and carry no interest; they have therefore been classified as current liabilities.

Kam Shah, the CEO of the Company, provides accounting services to CCC.

NOTE 7 – NOTE PAYABLE

The note payable, maturing on or before July 17, 2013, was issued to BSC as part of the purchase price for acquiring certain assets as explained in Note 4. The Note is secured by all assets acquired under the Asset Purchase Agreement dated July 11, 2012, carrying interest at 5% payable on maturity.

Total interest accrued on this note payable as of June 30, 2013 is $15,493.

NOTE 8 – STOCKHOLDERS’ EQUITY

At June 30, 2012, the Company has 200,000,000 common shares of par value $0.001 common stock authorized and 15,510,000 issued and outstanding. During the year-ended March 31, 2013, the Company issued common stock as a part of the purchase agreement for the acquisition of the assets of BSC (Note 4) and in settlement of consulting fees. As at June 30, 2013 and March 31, 2013 the Company had a total of 15,943,300 common shares outstanding.

NOTE 9 – SUBSEQUENT EVENTS

The Company was unable to pay the note payable of $325,000 plus accumulated interest thereon on its maturity date of July 17, 2013. The Company has received no formal demand from the note holder for either the payment or liquidation of assets secured against the Note. The management is negotiating an extension for another year from the note holder. Meanwhile, the liability is treated as current.

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

We were incorporated on February 23, 2005 under the laws of the state of Nevada. We have had several changes in our officers and directors since inception up to March 9, 2010 when Mr. Kam Shah became our chairman of the board of directors, president, secretary, treasurer and chief executive officer. On June 28, 2013, the Company changed its name from Webtradex International Corporation to ZD Ventures Corporation (“ZDV”, the “Company”).

We do not have any subsidiaries. Our principal office is located at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3. Our telephone number is (416) 929-1806. Our fiscal year end is March 31.

ZDV’s current business strategy involves developing a social website aimed at driving traffic for various sellers of products and services which can generate revenue through commissions from the associated sellers and advertisements, as well as other related sources for the Company. The Company is a developmental stage corporation and has not yet generated or realized significant revenues from business operations.

In July 2012, the Company acquired all intellectual property related to the development of B’Wished, including all related URLs, designs, concepts and software codes which it plans to use in the continuous development of an interactive website - B’Wished - and generate business in the social e-commerce sector. This is more fully explained elsewhere in this report.

The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes of the Company for the three months ended June 30, 2013 and the audited financial statements and notes for the year ended March 31, 2013.

Business Plan and Strategy

B´Wished is an interactive, social website dedicated to helping its visitors find the perfect gift for someone on any occasion. By combining social media with e-commerce, B’Wished fills an important gap in the increasingly popular social shopping industry. Through an emphasis on what a person wants instead of what companies offer, B’Wished will enhance the personal satisfaction experienced through giving.

As explained above, the Company is working towards commercially developing B’Wished. Based on the development work done to date, the website beta version is complete and continues to be updated with new features. A commercial launch will soon follow. The Company also plans to develop certain interactive tools including personal profiling in an effort to attract more visitors and revenue. These planned activities are however subject to the Company being successful in raising the required capital either through a private placement or from the existing shareholders

Results of operations

The Company did not have any operating income since its inception on February 23, 2005 through June 30, 2013. For the period from inception through to the quarter ended June 30, 2013, the registrant recognized a net loss of $121,888.

Operating expenses for the three months ended June 30, 2013, increased from those for the three months ended June 30, 2012. The increase of approximately $7,000 is attributable to travel and promotion expenses paid in the period as well as audit and XBRL tagging services rendered.

Professional Fees

Professional fees for the three months ended June 2013 and 2012 were $4,000 and $1,000, respectively. They are comprised only of the fees charged by an independent accountant. The increase was due to the March 31, 2013 audit being completed before the end of the quarter.

The company’s CEO currently does not charge any fees.

Travel and Promotional Expenses

The travel and promotion expenses for the three months ended June 2013 were charged by two independent consultants related to travel, hotel and meal expenses in connection with the promotional campaign for the B’Wished project.

No consulting fees or expenses were paid during the three month period ended June 30, 2012.

Interest Expense

Interest expense for the three month period ended June 30, 2013 totalled $4,051, and was nil for the period ended June 30, 2012.

This interest was accrued as a result of a $325,000 note payable, maturing on or before July 17, 2013, which was issued to BSC as part of the purchase price for acquiring certain assets, as explained further in the Acquisition of new business, intangibles and goodwill section of this report. The Note is secured by all assets acquired under the Asset Purchase Agreement.

The Note bears a 5% interest rate. The interest is accrued quarterly as is payable on maturity.

Financial Condition, Liquidity and Capital Resources

For the three months ended June 30, 2013 and 2012, the Company has not generated cash flow from operations. Consequently, the Company has been dependent upon its shareholders and associates to fund its cash requirements.

Our present material commitments are professional and administrative fees and expenses associated with the preparation of our filings with the U.S. Securities and Exchange Commission (“SEC”) and other regulatory requirements and the debt associated with the acquisition of B'Wished.

As of June 30, 2013, the Company had cash of $4,583. The Company's total assets increased from $86 as of June 30, 2012 to $507,099 as at June 30, 2013. Total liabilities increase from $41,813 as of June 30, 2012 to $538,884 as of June 30, 2013. These significant increases are attributable to additional borrowing to pay expenses as well the $325,000 note payable, bearing 5% interest, due to BSC as payment for the assets acquired.

The Company is seeking to raise capital to implement the Company's business strategy. In the event additional capital is not raised or alternatively debt financing is not available from our shareholders, the Company may seek a merger, acquisition or outright sale.

Acquisition of new business, intangibles and goodwill

On July 17, 2012, the Company acquired from Birthday Slam Corporation (BSC), an Ontario, Canada incorporated Private Corporation, which is owned by a shareholder of the Company, assets comprising of a website and related applications for commercial use under development at a total purchase price of $385,500. The purchase price was allocated to the intangible assets acquired and liabilities assumed based on their estimated fair value on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. The fair value assigned to identifiable intangible assets acquired has been determined primarily by using the income and cost approach. Purchased identified intangible assets which comprise a website and related applications under development of B’Wished, are included as intangible assets and will be amortized on a straight line basis over their useful life, considered to be five years upon commencement of their commercial usage.

The purchase price includes a $325,000 note payable, bearing a 5% interest rate and assumed four BSC loans totaling $60,500 from non-related parties to be settled by the issuance of 400,000 restricted common shares of the Company.

The primary reason for this acquisition was to enable the Company to engage in revenue generating business activities. There were no other acquisition-related costs.

The table below represents identifiable intangible assets and liabilities based on management’s assessment of the acquisition date fair value of the assets acquired and liabilities assumed:

Allocation:
Goodwill	$ 185,500
Intangible assets – consisting of B’Wished technology and content	200,000
	$385,500

Intangible Assets:

The Company acquired various URLs, concepts and design work related to the B’Wished website which also included certain content development. Since the acquisition, direct development costs incurred total $117,016, which have been capitalized up to and including June 30, 2013.

Development costs were comprised of fees paid to various consultants for content development, design and editorial work on the B’Wished website.

The B’Wished website is still under development, as technical work continues on building and upgrading various features to complete and prepare the website for commercial launch. A detailed completion program has been adopted which will extend over a seven week period. The key shareholders have indicated their willingness to support the financing of the proposed development work. The Company intends to commence and complete the development work immediately upon availability of the required financing, estimate to be under $20,000 and launch the website commercially before the end of 2013.

The Company entered into agreements with various affiliate partners and continues to seek out additional partners whose products and services will be promoted to the visitors of the B’Wished website. The affiliation does not involve any commitments on either party except that when a sale is generated through the B’Wished website with any of the affiliated partners, the Company will be entitled to a commission fixed as a percentage of the value of the sales.

The Company’s management adopts the position that, as at June 30, 2013, there were no indicators of any permanent impairment in both the intangible assets and goodwill.

No amortization is applied to the carrying cost of the intangible assets since they are still under development.

Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $121,888 and a working capital deficiency of $534,300 at June 30, 2013, and net losses from operations of $13,046 and $1,743, respectively, for the years ended June 30, 2013 and 2012. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

Item 4T - Controls and Procedures

Our management, with the participation of our Chief executive officer who is also our financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the chief executive and financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive and financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including chief executive and financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, management’s evaluation of controls and procedures can only provide reasonable assurance that all control issues and instances of fraud, if any, within ZD Ventures Corporation have been detected.

PART II

OTHER INFORMATION

Item 1: Legal Proceedings

None.

Item 1A: Risk Factors

No material changes in previously disclosed risk factors presented in Form 10-K, filed on July 9, 2013.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3: Defaults upon Senior Securities

None

Item 4: Mine Safety Disclosures

None

Item 5: Other Information

None

Item 6: Exhibits

(a) The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:

Exhibit

Number Descriptions

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

10.6 Asset Purchase Agreement, incorporated herein by reference to Form 8-K filed on July 19, 2012.

31.1	*Certification of the Chief Executive and Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1	*Certification of the Chief Executive and Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101	*The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 has been formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statement of Cash Flows, and (iv) Notes to Financial Statements

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

* 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.

SIGNATURE

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.

ZD Ventures Corporation

By: /s/ Kam Shah

Kam Shah

Chief Executive Officer,

President and Chairman of the Board*

Date: August 14, 2013

* Kam Shah has signed both on behalf of the registrant as a duly authorized officer and as the Registrant's principal accounting officer.