Plyzer Technologies Inc. - Annual Report: 2015 (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, 2015

[  ]  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

ZD VENTURES CORPORATION

(Exact name of registrant as specified in its charter)

Issuer’s telephone number: (416) 929-1806

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 [  ]  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 [  ]  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 [  ]

Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 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.

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter(September 30, 2014: $4,384,485

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 25,868,848 as of June 30, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None

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PART I.

ITEM 1. DESCRIPTION OF BUSINESS

Forward-Looking Statements

This annual report contains forward-looking statements.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “could”, "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

As used in this annual report, the terms "we", "us", "our", “the Company”, mean ZD Ventures Corporation, unless otherwise indicated.

All dollar amounts in this annual report refer to US dollars unless otherwise indicated.

Overview

The Company was 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. Effective September 30, 2014, Mr. Terence Robinson was appointed as the Chairman of the Board of directors and Chief Executive Officer of the Company. Mr. Shah continued as a director and a Chief Financial Officer and Secretary of the Company.

On June 28, 2013, the Company changed its name from Webtradex International Corporation to ZD Ventures Corporation (“ZDV”, the “Company”).

The Company has no 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. Effective June 1, 2014, the Company leased an office premises on a five –year term at Plaça Francesc Macià, #3 2º 2ª, 08021 - Barcelona, Catalonia, Spain. However, as allowed under the lease, the Company gave notice to terminate the lease effective July 1, 2015.

ZDV’s business strategy until March 2015 involved developing a social website, B’ Wished,  acquired in July 2012 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. However, at the end of March 31, 2015, the Management concluded that this was not a commercially viable business and decided to expense all the costs related to this project.  The Company is a developmental stage corporation and has not yet generated or realized any revenues from business operations. The Company currently  has small investments available for sale in a couple of emerging technology companies through its membership to a pledge fund in Barcelona and is negotiating a new business opportunities.

The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended March 31, 2015. 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. ZDV has recently attracted an investor group which has already provided some funding and is willing to provide more equity funding to support the Company’s business strategy. However, the Company has not yet generated significant revenues and its current efforts to find a commercially viable business have not yet been successful. 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”.

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Employees

As of March 31, 2015, the Company employed no full time and no part time employees.  Hiring employees over the next twelve months will depend on the continued implementation of the current business strategy and if the required funds are raised. It is likely that for now, the Company will resort to hiring consultants as and when needed rather than employ people on a full time basis to keep its operational costs at minimum.

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-K, quarterly reports on Form 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.

ITEM 1A. RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. DESCRIPTION OF PROPERTY

The Company’s current executive offices are at 47 Avenue Road, Suite 200, Toronto, Ontario Canada M5R 2G3.  This office is sub-leased by Current Capital Corp. (CCC), a shareholder of the Company which provides investor relations services. Our share of the rent is included in the investor relations fee charged by CCC.

In June 2014, the Company leased an office premises in Barcelona. However, the company has given a notice on April 1, 2015 to vacate this premises effective July 1, 2015.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)  Market Information. There is no established trading market in our Common Stock.  The Company's common stock is traded only on the OTC Markets (OTC: ZDVN).

(b)  Holders.  As of March 31, 2015, there were approximately twenty six (26) 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.

ITEM 6. SELECTED FINANCIAL DATA

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 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, 2015 AND 2014

Results of operations

The Company did not have any operating income since its inception on February 23, 2005 through to March 31, 2015.

Net Operating Revenues

There was no operating revenue for the twelve months ended March 31, 2015, and 2014 respectively.

Operating Expenses

Operating expenses for the year ended March 31, 2015 were $799,999 which included write off of the intangible assets re B-Wished project of $502,516. Excluding this item, other operating costs were $ 297,483 compared to operating costs of $73,241 for the year ended March 31, 2014. During the fiscal year 2015, the Company invested heavily in securing Bluesense business. These efforts involved hiring of more consultants and lawyers, renting premises in Barcelona, Spain and other operating costs.

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Operating expenses for the year ended March 31, 2014 increased significantly from those for the fiscal year 2013. The increase of approximately $27,000 was due mainly to consultant fees of $25,000 paid to the Company’s CEO (now CFO) which were not being paid in prior years, and an increase in fees paid to external consultants for services including logistics consulting.

Professional Fees

Professional fees for the year ended March 31, 2015 included legal fees of $40,392 and balance were audit and related fees. During the fiscal year 2015, the Company hired a lawyer in Barcelona at a monthly minimum retainer of EURO 2,000. However, significant legal time was spent in negotiating Barcelona lease and Bluesense business acquisition and so actual legal costs were much higher than anticipated. As explained in the financial statement notes, Bluesense acquisition did not materialize.

Professional fees for the year ended March 31, 2014 include the fees charged by the Company’s independent accountant. Professional fees decreased from $10,073 to $8,500 for the fiscal year ended March 31, 2013 and 2014, respectively. In fiscal 2013, fees included charge of $ 4,000 by the independent accountant, $ 600 for tax returns preparations and $ 6,000 to a consultant who provided services as chief operating and investment officer, whose services were terminated in September 2012.

Consulting Fees

During the fiscal year 2015, the company set up a formal office in Barcelona and pursued the Bluesence business acquisition matter, and various other business opportunities. In this connection, it hired four new consultants who charged approximately $ 52,000. Fees charged by CEO, CFO and a consultant related to CEO and holder of over 10% shares totalled approximately $116,000 compared to $ 46,000 in the previous year. These factors account for significant increase in consulting fees in fiscal year 2015 compared to fiscal year 2014.

Consulting fee of approximately $ 46,000 for the fiscal 2014 included fee of $ 25,000 charged, for the first time, by the CEO and $21,000 to Mr. Jeffrey Robinson who holds 31.36% of the issued and outstanding shares of the Company. Mr. Robinson signed a consulting agreement effective January 1, 2014, terminable with one month’s notice to provide business advisory, investor and public relation services for a monthly fee of €3,500.

Travel, meals and promotion

During the fiscal year 2015, most travels were in Europe in connection with new business opportunities, meetings with prospective investors and Bluesense/IMB representatives. Other expenses are consistent with the previous fiscal year.

During the fiscal 2014, a potential investor sent his representative to London and Spain to evaluate B’Wished project and other business opportunities in Spain, which resulted in him providing a convertible loan of $ 100,000 to the Company. The travel and related costs of approximately $12,000 were charged to the company.

Write off of intangible assets

On July 17, 2012, the Company acquired from Birthday Slam Corporation (BSC), an Ontario, Canada incorporated Private Corporation, owned by a shareholder of the Company, assets comprising of a website and related applications for commercial use under development “B’Wished”, the cost of acquisition of $ 385,500 was capitalised as intangible assets. Further development costs were incurred during the fiscal year 2013. The carrying costs at March 31, 2013 was $ 502,516. No further development costs were incurred since then and the project was on hold awaiting receipt of an approval from IBM for use of their technologies necessary to complete the project and make it commercially viable.

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During the fiscal year, most part went in negotiating acquisition of Bluesense business. Since Bluesense owners had close contacts with IBM Barcelona and some of whom were introduced to The Company’s management, there was expectation that we would be able to get approval for the use of their technologies to develop B’Wished web portal. However, the Bluesense acquisition did not materialize and our assessment of the further development costs involved, potential costs of promoting such a portal in an increasing competition and significant decline in its development interest in our prospective investors led us to conclude that the project could not be made commercially successful. We have therefore decided to write off the carrying costs since its impairment was considered other than temporary.

Interest Expense

Interest expense during the fiscal year 2015 increased from approximately $13,000 in fiscal year 2014 to $101,569 in fiscal year 2015. The main reason for the increase in additional convertible loans from a third party in two tranches first one for $100,000 in February 2014 and second one for $ 50,000 in December 2014 – both were converted in January 2015. Interest and discount amortised in connection with these loans made up most of the interest costs.

Interest expense for the year ended March 31, 2014 totalled $13,397. No interest was accrued after July 17, 2013, due to the negotiated five year extension of the note payable without any further interest to be charged. The Note holder, Birthday Slam Corp., an Ontario private corp., owned by a shareholder of the Company, will be entitled to receive 5% of the gross revenue earned by ZD Ventures until the full settlement of the note. Additionally, in February 2014, the Company received a $100,000 unsecured convertible loan with terms of accruing interest at a rate of 5% and repayment within 2 years. The loan and interest accrued can be converted into common shares of the Company at US$0.05 per common share.  The entire $100,000 principle of the note is a beneficial conversion feature due to the stock price.  The conversion feature of the convertible loan amortized $7,808 to interest expense.  

Financial Condition, Liquidity and Capital Resources

For the fiscal year 2015, the Company has generated a negative cash flow from operations of approximately $235,000 (fiscal year 2014: negative cash flow of $67,000), which was met from available cash plus additional funds raised during the fiscal year. The Company was advanced a further loans of approximately$157,000(fiscal 2014:  $26,000) by a shareholder and received $88,000 (Fiscal 2014:  $100,000) from independent parties by way of a convertible loan. In absence of any potential revenue in the near future, the Company will continue to be 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.

As of March 31, 2015 the Company had cash of $21,271(as of March 31, 2014:$74,415). The Company's total assets declined from approximately $577,000 at March 31, 2014 to $116,000 at March 31, 2015 due mainly to write off of intangible asset of approximately $503,000 as explained earlier in this report. Total liabilities reduced from approximately $574,000 at March 31, 2014 to $453,000 at March 31, 2015 despite additional loans during the year. The main reason was the conversion of note payable of $325,000 and other loans into equity in January 2015.

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 or outright sale.

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Bluesence business acquisition matter

The amount, € 40,000 ($42,800), was advanced in instalments between July 2014 and September 2014, under a loan agreement dated July 4, 2014, to Mr. Sergi Vargas Vila, a non –related Spanish national who owns Bluesence Innovation Group, S.L., a Spanish private company engaged in commercialization of software and IT consulting services primarily relating to IBM software for small and medium enterprises (Bluesence). The Company was negotiating acquisition of all shares in Bluesence from Mr. Vila. The amount lent was to be adjusted against the purchase price. However, purchase agreement was terminated by both the parties and the Company is now seeking repayment of the advance from Mr. Vila. While the loan agreement provides for an interest at 4 basis point over EURIBOR rate, no interest has been accrued pending agreement over the settlement of the principal amount.

New investments available for sale

On January 27, 2014, the Company became a member of Necotium, a pledge fund in Spain. The Fund on behalf of its members invests in early stage companies with strong growth potential in the technology sector. The investments are usually disposed of when the Fund manager believes that expected growth is achieved. The proceeds are distributed among the members in proportion to their investments, after the Fund’s fees and related costs.

During the fiscal year 2015, the Company made the following investments through the Fund. The investments constituted less than 1% of the total equity of the related investee entities:

·

Converted to US dollar at exchange rate at March 31, 2015 of $1.07 per Euro

As at March 31, 2015, the carrying value of these investments is considered equal to their fair value. The Company however canceled the membership of Necotium subsequent to the year end and will not pursue any more investments but rather will try to sell the above investments as soon as possible.

Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have an accumulated deficit of approximately of $2,525,000 as at March 31, 2015 ($195,000 as at March 31, 2014) . The Company realized a net loss from operations of $799,999 and $73,241, respectively, for the years ended March 31, 2015 and 2014. These conditions raise substantial doubt about our ability to continue as a going concern. The Company continued to secure additional convertible loans and is currently negotiating with others to raise equity funding needed. However, there is no guarantee that such negotiations will success or result in the availability of the required funding. Particularly, if the Company is unable to negotiate a viable business, it may fail to attract further funding.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

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.

8

Intangible assets

The Company evaluates intangible assets for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Intangible assets are  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 and the carrying value. The fair value 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.

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.

Commitments

We do not have any commitments which are required to be disclosed in tabular form as of March 31, 2015.

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, result of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the index to the Financial Statements below, beginning on page F-1.

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ZD Ventures Corporation

Financial Statements for the Year Ended March 31, 2015 and 2014

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

ZD Ventures, Inc.

We have audited the accompanying balance sheets of ZD Ventures Corporation as of March 31, 2015 and 2014 and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. 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 audits in accordance with the 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audits provide 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 ZD Ventures Corporation. as of March 31, 2015 and 2014 and the results of its operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has limited established sources of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Kyle L. Tingle, CPA, LLC

July 11, 2015

Las Vegas, Nevada

F-2

ZD Ventures Corporation

Balance Sheets

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

F-3

ZD Ventures Corporation

Statements of Operations

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

F-4

ZD Ventures Corporation

Statement of Shareholders’ Equity

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

F-5

ZD Ventures Corporation

Statements of Cash Flows

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

F-6

ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Business Description

ZD Ventures Corporation (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, operates from rental premises in Barcelona, Spain and  its executive office in Toronto, Ontario, Canada.  Most of the activities of the Company to date relate to its organization, funding, and seeking business opportunities in the emerging technologies.

In July 2012, the Company acquired certain intellectual properties related to a social website under development.  The Company spent additional costs towards development of the web site since acquisition. However, at the end of the fiscal year 2015, the Company discontinued its plan for further development of this web portal and decided to write off the carrying costs as non-temporary impairment (Note 4).

(B) Basis of Presentation

The audited financial statements for the year ended March 31, 2015 are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars.

(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) Intangible assets

The Company evaluates intangible assets for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Intangible assets are tested for impairment by first comparing the book value of net assets to the fair value. 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 and the carrying value. The fair value 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.

(E) Investments available for sale

The Company’s investments in emerging private entities through a Spanish Pledge fund (Fund) are classified as available for sale and are reported at fair value based on performance reports of each of the investee entities provided by the Fund. Unrealized gains and losses, net of taxes, are reported as a component of stockholders’ equity as other comprehensive income (loss). Realized gains and losses on investments are included in investment and other income, net when realized. Any impairment loss to reduce an investment’s carrying amount to its fair market value is recognized as an expense when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other than temporary.

F-7

ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

(F) Furniture

Furniture items are stated at cost and depreciated to their estimated residual value over their estimated useful lives, which are presently considered to be three years. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are relieved from the accounts and the resulting gains or losses are included in the Statements of Operations. Repairs and maintenance costs are expensed as incurred. Depreciation is provided using the straight-line method.

(F) Technology and Content

Technology and content costs consist principally of consulting fees involved in application development, editorial content and system support. These costs are directly incurred on website - B’Wished - development and applications supporting our business and are capitalized until the commencement of commercial applications and thereafter expensed as per ASC 350-50 “Website Development Costs.” The capitalized costs will be amortized over five years on commencement of commercial application.  Technology and content costs are included in intangible assets.

(G) 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 to be included as other comprehensive gain or loss.

(H) Net income (loss) per share

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.  

(I) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturity of three months or less to be cash equivalent. As of March 31, 2015 and 2014 the Company had no cash equivalents.

(J) 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.

F-8

ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

(K) Share-Based Compensation

FASB ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock option, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (A) the option to settle by issuing equity instruments lacks commercial substance or (B) the present obligation is implied because of an entity’s past practice or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

(L) Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

FASB Accounting Standards Codification (ASC) topic, “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three-level hierarchy for fair value measurements is defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable of the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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.

F-9

ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

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 March 31, 2015, the Company has an accumulated deficit amount of $2,525,343.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40)-Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 provides guidance to United States Generally Accepted Accounting Principles ("U.S. GAAP") about management’s responsibility to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 (1) defines the term substantial doubt, (2) requires an evaluation of every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plan, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for annual periods beginning after December 15, 2016 and interim periods within those reporting periods. Earlier adoption is permitted. This ASU is not anticipated to have a material impact on the Company's financial statements and notes to the financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This ASU is the result of a convergence project between the FASB and the International Accounting Standards Board. The core principle behind ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering those goods and services. This model involves a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction prices to the performance obligations in the contract and recognizing revenue when (or as) the entity satisfies the performance obligations. The guidance in the ASU supersedes existing revenue recognition guidance and is effective for annual reporting periods beginning after December 15, 2016 with early application not permitted. The ASU allows two methods of adoption; a full retrospective approach where three years of financial information are presented in accordance with the new standard, and a modified retrospective approach where the ASU is applied as a cumulative effect adjustment as of the date of adoption. The Company will evaluate the impact of adopting the new standard once it begins generating revenue.

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, "Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from accounting principles generally accepted in the United States of America (“U.S. GAAP”). In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description  of the development  stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for these consolidated financial statements.

The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at the time. The Company has determined that the adoption of recently adopted accounting pronouncements will not have an impact on the financial statements.

F-10

ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - NOTE RECEIVABLE AND PREPAID EXPENSES

i.  The Company paid a rent deposit of , € 9,470 in connection with a lease for an office premises in Barcelona, Spain signed on June 15, 2014. Effective April 1, 2015, the Company has given three months’ lease cancellation notice to the landlord as per the terms of the lease and requested the landlord to adjust three months’ rent and related costs against the deposit. The deposit amount is therefore included as prepaid rent.  As of March 31, 2015 the deposit is valued at $10,133 at an exchange rate of $1.07 per Euro

ii.  The amount, € 40,000, was advanced in instalments between July 2014 and September 2014, under a loan agreement dated July 4, 2014, to Mr. Sergi Vargas Vila, a non -related Spanish national who owns Bluesence Innovation Group, S.L., a Spanish private company engaged in commercialization of software and IT consulting services primarily relating to IBM software for small and medium enterprises (Bluesence). The Company was negotiating acquisition of all shares in Bluesence from Mr. Vila. The amount lent was to be adjusted against the purchase price. However, the purchase agreement was canceled by both the parties and the Company is now seeking repayment of the advance from Mr. Vila. While the loan agreement provides for an interest at 4 basis point over EURIBOR rate, no interest has been accrued pending agreement over the settlement of the principal amount. As of March 31, 2015 the deposit is valued at $42,800 at an exchange rate of $1.07 per Euro

NOTE 5- INVESTMENTS AVAILABLE FOR SALE; FAIR VALUE

On January 27, 2014, the Company became a member of Necotium, a pledge fund in Spain. The Fund on behalf of its members invests in early stage companies with strong growth potential in the technology sector. The investments are usually disposed of when the Fund manager believes that expected growth is achieved. The proceeds are distributed among the members in proportion to their investments, after the Fund’s fees and related costs.

During the fiscal year 2015, the Company made the following investments through the Fund. The investments constituted less than 10% of the total equity of the related investee entities:

	Original amount	Date of	As at March 31
	Invested	investment	2015*
Mailtrack Company SL	€ 20,000	June 6, 2014	$21,400
Mobile Media Content	€ 15,000	April 16, 2014	16,050
			$37,450

·

Converted to US dollar at exchange rate at March 31, 2015 of $1.07 per Euro

In accordance with authoritative guidance, the table below sets forth the Company's financial assets measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

		Total			Level 1			Level 2			Level 3
ASSETS
Fair value of Mailtrack Company SL		$	21,400		$	--		$	--		$	21,400
Fair value of Mobile Media Content			16,050			--			--			16,050
Total		$	37,450		$	--		$	--		$	37,450
LIABILITIES
None		$	--		$	--		$	--		$	--

F-11

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ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended March 31, 2015:

Beginning balance		$  --
Additions		37,450
Ending balance		$ 37,450

NOTE 6 - DISCONTINUED OPERATIONS

On July 17, 2012, the Company acquired from Birthday Slam Corporation (BSC), an Ontario, Canada incorporated Private Corporation, owned by a shareholder of the Company, assets comprising of a website and related applications for commercial use under development “B’Wished”, the cost of acquisition of $385,500 was capitalised as intangible assets. Further development costs were incurred during the fiscal year 2013. The carrying costs at March 31, 2013 was $502,516. No further development costs were incurred since then and the project was on hold awaiting receipt of an approval from IBM for use of their technologies necessary to complete the project and make it commercially viable.

The note payable issued to Birthday Slam Corporation (“BSC”), a Canadian based private company in Ontario, matured for payment on July 17, 2013. However, the Company negotiated a five-year extension up to July 17, 2018. The note holder agreed that no further interest was to be accrued after the original maturity date of July 17, 2013 and that BSC would be entitled to receive 5% of the gross revenue earned by the Company until full settlement of the Note. BSC is owned by Mr. John Robinson who is a shareholder of the Company. Total interest accrued on this note payable up to July 17, 2013 is $16,250.

On January 20, 2015, BSC agreed to accept 6,825,000 restricted common shares of the Company at an agreed price of $0.05 per share in full settlement of the Note and accumulated interest of $341,250. The agreed upon price was consistent with the conversion price of other converted debt.  The fair market value of the shares on January 20, 2015 was $0.26 per share for a market value of $1,774,500.  The Company recognized a loss of $1,433,250 on the settlement of the debt.  The shares were issued to Mr. Terence Robinson, the CEO of the Company as per the instructions received from BSC. $6,825 was transferred to Capital stock and the balance of $1,767,675 was transferred to paid-in capital.

However, at March 31, 2015, the management reviewed the details of the work required and assessed that the proposed web portal would not be commercially viable and concluded that the impairment was other than temporary and accordingly fully wrote  off the carrying cost of the intangible assets.  The abandonment of B’Wished is considered a discontinuance of operations under Accounting Standards Codification 205-20 General Presentation, Discontinued Operations.

For the years ended March 31, 2015 and 2014, the Company results from discontinued operations were:

	March 31
	2015			2014
Revenues:	$	--		$	--
Write off of intangible assets		(502,516)			--
Interest expense		--			(4,808)
Loss on settlement of debt		(1,433,250)			--
Net loss		(1,935,766)			(4,808)

F-12

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ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

Components of Assets and Liabilities from discontinued operations consist of the following as of:

	March 31
	2015			2014
Intangible assets		--		$	502,516
Accrued interest		--			16,250
Note payable		--			325,000

As of March 31, 2015 assets were abandoned and liabilities were converted to common stock at an agreed upon price similar to other debt converted at that time.  The loss was incurred as the conversion price was below the fair market value.

NOTE 7 - CONVERTIBLE DEBTS

			March 31
			2015			2014
Balance, at beginning of year			$	7,808		$	--
5% unsecured convertible loan	i			--			100,000
Debt discount to additional paid in capital	i. & ii.			--			(100,000)
Converted to additional paid-in capital	i. & ii.			(146,900)			--
Converted to common stock	i. & ii.			(3,100)			--
BCF amortization of discount	i.			92,192			7,808
5% unsecured loan	ii.			50,000			--
8% unsecured loan	iii.			38,000			--
Debt discount to additional paid in capital	iii.			(38,000)			--
BCF amortization of discount	iii.			4,836			--
Balance, end of year			$	4,836		$	7,808

i.  In February 2014, the Company received a $100,000 unsecured convertible loan repayable within two years and carrying interest at 5% p.a. The loan and interest accrued can be converted into common shares of the Company at US$0.05 per common share at the discretion of the lender within the repayment period.  The entire loan amount was transferred to paid-in capital since the present value of its beneficial conversion feature (BCF) value was greater than its face value. Debt discount of $37,671 was charged to interest and included under convertible debt. On January 21, 2015, the loan along with accrued interest of $4,822 was converted into 2,096,439 restricted common shares of the Company at an agreed rate of $0.05 per share. The remaining debt discount on January 21, 2015 was $52,541 was expensed to interest expense,   The converted shares were recorded as $2,096 to Capital Stock and the balance of $97,904 together with interest accrued of $4,822 was transferred to paid in capital.

ii.  On December 22, 2014, the Company received a $50,000 unsecured loan repayable within four months and carrying interest at 5% p.a. On January 21, 2015, the lender accepted 1,004,110 restricted common shares of the Company in full settlement of the loan and accumulated interest of $205. As a result, $1,004 was transferred to Capital stock and the balance of $48,996 together with accrued interest of $205 was transferred to paid-in capital.

F-13

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ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

iii.  The Company entered into a Securities Purchase Agreement dated February 24, 2015 with an independent lender in connection with the issuance of an 8% convertible note for $38,000 payable on November 26, 2015.  The entire loan amount was transferred to paid-in capital since the present value of its beneficial conversion feature (BCF) value was greater than its face value. Debt discount of $4,836 was charged to interest and included under convertible debt.  The note holder, at their discretion, shall have a right to convert the principal amount of the note and interest accrued thereon at any time after 180 days from the date of the issuance of the note into common shares of the Company at a price which is 58% of the market price, being the average of the lowest three trading prices for the Company’s common shares during the ten trading days prior to the conversion date.

The terms of the note provides for prepayment of principal and accrued interest during the periods ranging from within 30 days from the issue date to  within 180 days from the issue date at premiums ranging from 10% to 35% depending upon the period within which prepayment is to be made.

Pursuant to ACS Topic 470-20-35-3,), Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratio, since the note has a beneficial conversion feature which is contingent upon future market prices, it has not been recognised.

Total interest accrued on this note as of March 31, 2015 was $774.   

NOTE 8 - COMMON STOCK

At March 31, 2015, the Company had 200,000,000 common shares of par value $0.001 common stock authorized and 25,868,848 issued and outstanding.

During the year-ended March 31, 2015, the Company issued 6,825,000 shares of common stock for debt and accrued interest on liabilities from discontinued operations and 3,100,548 shares of common stock from the conversion of $155,057 of notes payable and accrued interest.

During the year ended March 31, 2014 there were no stock transactions.

NOTE 9 - RELATED PARTY TRANSACTIONS

ADVANCES FROM STOCKHOLDER

		March 31, 2015			March 31, 2014
Balance, beginning of year		$	186,758		$	160,842
Funds advanced ( net)			157,387			25,916
Balance, end of year		$	344,145		$	186,758

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.

F-14

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ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

CONSULTING FEES

Year ended March 31,		2015			2014
Fee charged by management		$	61,108		$	25,000
Fee charged by a consultant holding over 10% equity interest in the Company			54,886			21,432
Other consulting fees			52,341			--
		$	168,335		$	46,432

The fees of $43,507 charged by the management are included in accounts payable as at March 31, 2015 ( $ 25,000 as at March 31, 2014).

TRAVEL, MEALS AND PROMOTIONS

Travel and meals costs included $11,732 reimbursed to the CEO and a consultant holding over 10% equity interest in the Company. (2014: $1,013).

GENERAL AND ADMINISTRATIVE EXPENSES

Includes $12,000 (2014: $ nil) charged for investor and public relations by CCC. The amount is included in accounts payable as at March 31, 2015. ($ nil as at March 31, 2014)

NOTE 10 - INCOME TAXES

The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

For the years ended March 31, 2015, and 2014, respectively, the Company produced net operating losses before provision for income taxes of $896,614, and $86,638 respectively; accordingly, a provision for income taxes of $0 was recorded during the year ended March 31, 2015 and 2014.

The component of the Company’s deferred tax assets as of March 31, 2015 and 2014 are as follows:

	2015			2014
Net operating loss carryover	$	(382,240)		$	(68,418)
Valuation allowance		382,240			68,418
Net provision for federal income taxes	$	--		$	--

The Company’s effective income tax rate of 0.0% differs from the statutory rate of 35% for the reason set forth below for the years ended March 31:

	2015			2014
Income tax (recoverable) payable at statutory rate	$	(313,800)		$	(30,323)
Valuation allowance		313,800			30,323
Net provision for federal income taxes	$	--		$	--

F-15

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ZD Ventures Corporation

Year ended March 31, 2015

NOTES TO FINANCIAL STATEMENTS

As at the year-end the Company had an approximate net tax loss carried forward of $1,092,100 (2014: $195,480). Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. These losses expire between 2028 and 2035. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

F-16

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with our accountants for the year ended March 31, 2015 or any interim period.

We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

 

Our management which basically comprises our Chief executive and 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 not 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.

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.

Management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as of March 31, 2015. 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, 2015, our internal control over financial reporting and disclosure controls and procedures was not effective based on those criteria and appointing full time staff to enforce such controls is not presently considered cost effective.

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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 were no major changes in internal control over financial reporting during the fiscal year 2015.  The Company does not consider hiring any other staff at this stage cost effective. Thus, our CEO and CFO would continue to be controlling all aspects of the Company’s affairs on a part time basis from two different locations – Barcelona and Toronto.  These changes  are reasonably likely to materially affect, adversely,  our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

(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
Terence Robinson		55		Chief Executive Officer and director.
Kam Shah		63		Chief Financial  Officer, Secretary and Director

 

Business Experience

Terence Robinson was appointed on September 30, 2014 as Chairman of the Board and Chief Executive Officer of the Company. Mr. Robinson is responsible for the shareholders relations, arranging the required financing, reviewing investment opportunities and overall operating strategies for the Company. He has over 25 years of experience as merchant banker and venture capitalist and has successfully secured financing for a number of start-up and small cap companies.

Kam Shah is a member of the American Institute of Certified Public Accountants (United States) and is also a member of  the Chartered professional accountants of Ontario and Canada.  Mr. Shah is the Chief Financial Officer for Portage Biotech Inc., (“Portage”), a company engaged in the biotech pharmaceutical sector that is currently traded on the OTC Markets under the symbol “PTGEF” and listed on Canadian Securities Exchange under the symbol ‘PBT.U”.  Mr. Shah has been in these capacities since July 2004.

  

During the past five years, to the best of our knowledge, none of the directors has been the subject of the following events:

1.   Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of   the bankruptcy or within two years prior to that time.

    

2.   Any conviction in a criminal proceeding or being subject to a pending    criminal proceeding.

     

3.   An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent   jurisdiction, permanently or   temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in any type of business, securities or banking activities.

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4.   Found by a court of competent jurisdiction (in a civil action), the   Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or   commodities law, and the judgment has not been reversed, suspended or   vacated.

Committees of the Board of Directors

As we only have two Board members and given our limited operations, we do not have separate or independent audit or compensation committees. In addition, we have not adopted any procedures by which our stockholders may recommend nominees to our Board.

Compensation of Directors

Our directors receive no cash compensation as directors. However, Mr. Shah charges fee of $2,000 per month to act as CFO. Mr. Robinson charged fee of $5,000 a month until March 31, 2015 and discontinued charging thereafter.

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.

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

We have not adopted a Code of Ethics given our limited operations and lack of employees.

 

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 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 favourable to us and within the resources available 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 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.

12

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It is not currently anticipated that any salary, consulting fee, or finder’s 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

Mr. Shah acted as CFO during the fiscal year 2015 for which he charged $2,000 per month fee. He acted as CEO and CFO during the fiscal year 2014 and charged $ 25,000 for his services for that year. Mr. Shah received no restricted stock awards, long-term incentive plan payouts or any other types of compensation.

Mr. Terence Robinson who was appointed as CEO effective September 30, 2014 charged $5,000 per month fee until March 31, 2015. Thereafter he discontinued charging any fee.

Compensation of Directors

Directors received no compensation to act as directors during the fiscal years 2015 and 2014.

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plan.  

 

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, 2015, 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 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, 2014, 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.

 

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		Common Stock Beneficially Owned
Name and Address	Title of Class	Number	Percent (1)
Jeffrey Robinson 2310 Paseo Del Prado # A206, Las Vegas, NV 89102	Common	5,000,000	19.3%
Tony Vespa * 1075 Old Mohawk Rd, Ancaster, ON L9K 3K9	Common	1,800,000	7%
*Includes 500,000 shares held in the name of his wife.
Terence Robinson 68 Admiral Road, Toronto, ON M5R 2L5	Common	6,825,000	26.3%
Kam Shah Sole director and Executive Officer 47 Avenue Road, Suite 200 Toronto, Ontario M5R 2G3	Common	nil	nil

(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, 2015. As of March 31, 2015, there were 25,868,848 shares of our common stock issued and outstanding.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We currently do not have any equity compensation plans.

 

ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

None of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which we propose to be a party:

(a) any director or officer;

(b) any person proposed to be a 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 immediate family member, including any spouse, child, parent, step-child, step-parent, sibling or in-law, of any of the foregoing.

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Except for the following:

The Company acquired certain assets from BSC, which were written off during the fiscal year 2015, as explained under Item 7 above. BSC is owned by a shareholder of the Company who has also advanced funds to the Company, to date. This shareholder is the brother of Mr. Jeffrey Robinson, who holds 31.36% of our common stock.

Further, Mr. Jeffrey Robinson has been appointed as a consultant to the Company effective January 1, 2014 for a fee of €3,500. This appointment is terminable with one month’s notice. Subsequent to March 31, 2015, Mr. Robinson‘s consulting contract was canceled.

Director Independence

There is presently no public market for our common stock. As a result, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a) (15). Under NASDAQ Rule 4200(a) (15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Mr. Terence Robinson, a director who acts as CEO and Mr. Kam Shah, our other director, acts as our Chief Financial Officer. As such, we do not have any independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the fiscal years ended March 31, 2015 and 2014 for professional services rendered by the principal accountant for the audit of the Corporation's financial statements in our Annual Reports on Form 10K and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Tax fees were not charged by the principal accountant during the fiscal year ended March 31, 2013, but were charged by an independent consulting firm for tax services rendered during the period.

Year ended March 31		Audit Fees			Audit-Related Fees	Tax Fees	All Other Fees
2015		$	10,000		none	none	none
2014		$	9,500		none	none	none

 

We do not currently have a standing audit committee. The above services were approved by the Board.

In discharging its oversight responsibility as to the audit process, 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.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  The following documents are filed as part of this Report:

1.

Financial Statements. The following financial statements and the report of our independent registered public accounting firm are filed herewith.

·

Report of Independent Registered Public Accounting Firm

·

Balance Sheets at March 31, 2015 and 2014

·

Statements of Operations for the years ended March 31, 2015 and 2014

·

Statements of Stockholders’ Equity (Deficit) for the years ended March 31, 2015 and 2014

·

Statements of Cash Flows for the years ended March 31, 2015 and 2014

·

Notes to Financial Statements

2.  Financial Statement Schedules.

Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

3.  Exhibits Incorporated by Reference or Filed with this Report.

(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, as follows:

     

      

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Exhibit Number	Descriptions
31.1a and b	*Certifications of the Chief Executive and Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1a and b	*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 Annual Report on Form 10-K for the year ended March 31, 2015 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.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZD VENTURES CORPORATION
Date: July 12, 2015
	/s/Terence Robinson
	Terence Robinson, Chief Executive Officer President, Secretary, Treasurer and Director (Principal Executive Officer)

In accordance with 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.

Date: July 12, 2015
	/s/Kam Shah
	Kam Shah Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer)

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