Plyzer Technologies Inc. - Annual Report: 2017 (Form 10-K)

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 Plyzer Technologies Inc., 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 until July 15, 2015 when he resigned all his positions and Mr. Robinson was appointed to fill the roles of Chief Financial Officer, Secretary and Treasurer of the Company. Mr. Shah continues to provide accounting services as consultant.

On March 31, 2017, the Company changed its name from ZD Ventures Corporation to Plyzer Technologies Inc. (“PLYZER”, the “Company”).

The Company has two subsidiaries, Plyzer Corporation, incorporated in the State of Delaware on December 9, 2016 and Plyzer Technologies (Canada) Inc., incorporated in the Province of Ontario, Canada on April 11, 2017.

Our principal office is located at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3. Our telephone number is (416) 860-0211. Our fiscal year end is March 31. Our Canadian subsidiary signed an assignment of lease on May 6, 2017 for premises at 67 Portland St., Toronto, Ontario M5V 2M9, Canada which will expire on December 30, 2017.

PLYZER’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.  During the fiscal year 2016, the Company also wrote off small investments it had in couple of emerging technology companies in Spain due to unavailability of adequate information from these entities to support any valuation of these investments.

On November 21, 2016, The Company signed a consulting agreement with an independent Spanish Corporation, Lupama Producciones, S.L. (“Lupama”). Lupama’s key owner, Luis Pallares became the CEO of Plyzer Technologies (Canada) Inc.

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Luis Pallares, is a serial entrepreneur with a computer science background from MIT, also founder of Nennisiwok, Digital Agency NYC, Visual Underground Media & Prod TC, and co-founder of Babypod, Addhoc, Lupama Producciones, among others.

Lupama and Luis are creating an artificial intelligence driven engine for price comparison for the Company, known as “Plyzer”. The focus is on the development of the backend and frontend for “customer use” to release a beta site in the third quarter of 2017. While the company has so far produced a fairly stable and polished site, it lacks a lot of testing work. In addition to the testing, we also need to finish the composition of some back and front  end details and the configuration of some events. After this soft launch, we will review and update any issues that may arise at this stage and build new features to integrate during the public launch expected to be later in the year or early next year. We are currently using development environments and testing production environments.

When Plyzer becomes commercially viable, the Company expects revenue streams from several sources like user fee, advertisements, data mining and licencing the technologies for different products and geographical regions.

The Company has however, not yet generated or realized any revenues from business operations.

The Company's auditors have issued a going concern opinion on our audited financial statements for the fiscal year ended March 31, 2017. This means that our auditors believe there is a substantial 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. PLYZER has recently secured funds through issuance of convertible loans and is pursuing with potential investors to raise equity funding through private placement. However, the Company has not yet generated significant revenues and its current business activities are at a very early stage of development and will need some time before they can generate revenue, if any. It is not possible to project the time when revenue, if any may begin or if the Company will be successful in raising alternative funding to support its current development plans.

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”.

Employees

As of March 31, 2017, 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 a 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.

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Item 1B. Unresolved Staff Comments

None

Item 2. Description of Property

The Company has no formal lease commitments. Its operations are handled from the Toronto office of Current Capital Corp.,at 47 Avenue Road, Suite 200, Toronto, ON M5R  2G3 Canada. Current Capital Corp. is owned by one of the shareholders related to the CEO.

In May 2017, The Company’s wholly owned subsidiary, Plyzer Technologies (Canada) Inc. sub-leased office space at 67 Portland St., Toronto, ON M5V 2M9. The assigned lease expires on December 30, 2017. The office will be primarily used for the development work. No work has yet begun at this premise.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

None.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and issuer purchases of equity securities

(a) Market Information.

Our common stock is quoted on the OTC Markets Inc. under the symbol "PLYZ". Until May 1, 2017, we were trading under the symbol ”ZDVN”. Effective May 1, 2017 and following a name change, we began trading under the current symbol.

Information provided below represents the two years ended March 31, 2017:

The above information was taken from information on the OTC Markets website at www.otcmarkets.com. The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Our common shares are issued in registered form. Our registrar and transfer agent is Empire Stock Transfer Inc., 1859 Whitney Mesa Dr., Henderson, NV 89014. Telephone: 702-818-5898.

(b) Holders. As of March 31, 2017, there were approximately twenty seven (27) 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.

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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, 2017 AND 2016

Results of operations

The Company did not have any operating income since its inception on February 23, 2005 through to March 31, 2017.

Net Operating Revenues

There was no operating revenue for the twelve months ended March 31, 2017, and 2016 respectively.

Operating Expenses

Operating expenses for the year ended March 31, 2017 were $69,589 compared to $204,169 for the year ended March 31, 2016. Fiscal year 2017 expenses mainly included development costs of $53,896. This is further explained elsewhere in this report. Significant decline in the expenses over the previous year related mainly to two main factors - in the fiscal 2016, there were one-time write offs of $84,000, which did not occur in the fiscal 2017 and during the fiscal 2017, the Company cancelled payable relating to fee of $36,000 charged by a shareholder owning under 5% of the issued shares in fiscal 2016, which were considered no longer payable. Overall downsizing of the operations including closure of office in Spain also contributed to significantly reducing operating costs.

Operating expenses for the year ended March 31, 2016 were $ 204,169 which included bad debts of $ 44,800, investments write off of $39,200 and consulting fee of 85,730, of which $36,000 was cancelled in fiscal 2017 as explained above.

Development costs

During the fiscal year 2017, the Company launched a new project - creating an artificial intelligence driven engine for price comparison, known as “Plyzer”. On November 21, 2016, The Company signed a consulting agreement with an independent Spanish Corporation, Lupama Producciones, S.L. (“Lupama”). Lupama’s key owner, Luis Pallares became the CEO of Plyzer Technologies (Canada) Inc. Lupama will help the Company to develop and commercially launch and market the Plyzer project through the direct involvement of its co-founder, Luis Pallares.A fee of $53,896 was charged by Lupama for the development work carried out between January and March 2017.

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The Company issued on December 21, 2016, 5 million restricted common shares to Lupama as a joining bonus as per the terms of the consulting agreement signed with Lupama.  These shares were valued at $350,000, based on the quoted market price of $0.07 per common share on the date of issuance. As per the terms of the consulting agreement, these shares will vest only after 12 months and are subject to the consultant not resigning or the consulting agreement not terminating prior to the vesting date. In such event, shares would be cancelled. As a result, the value of the shares will be accounted only on their vesting unconditionally.

Under the terms of the consulting agreement with Lupama, Lupama shall be entitled to receive an additional 25 million restricted common shares as follows:

Exact dates on which the above milestones would be achieved was not known as at March 31, 2017.

Professional Fees

Professional fees for fiscal 2017 primarily comprised auditor’s fees of $6,300 (2016: $12,200) for quarterly reviews and annual audit. There were no legal fees during the year.

Professional fees for fiscal 2016 primarily comprised quarterly reviews and annual audit. Legal fee included was only $600 reflecting lack of any significant operating activities during the year.

Consulting Fees

Consulting fee for the fiscal year 2017 included fee of $25,000 charged by the CEO, $7,000 fee charged by a shareholder holding approximately 4.8% of the issued and outstanding shares of the Company for consulting services, which was settled by issuance of restricted shares of the Company and $5,000 fees paid to the former CFO for providing accounting services. Fee of $36,000 charged previously by another shareholder was cancelled as explained under operating expenses above, thus reducing the overall fees to $1,000. Amounts charged by Lupama for development work has been reflected as development costs.

Consulting fee for the fiscal year 2016 includes fee charged by the CEO of $25,000 which was settled by issuance of restricted common shares and $36,000 charged by an entity owned by a shareholder of the Company owning less than 5% of the outstanding shares for services relating to recommending and reviewing several business proposals and generally providing consulting to the CEO. The management provided for this fee as charged although it was still under negotiations. The balance of the consulting fee include fees paid to the former CFO for providing accounting services and other consultants. Overall fees declined by over approximately 49% from the previous fiscal year due to discontinuation of operating activities.

Travel, meals and promotion

There were no travel, meals or promotion costs during the fiscal year 2017.

Travel costs during the fiscal year 2016 included costs of $15,000 reimbursed to the CEO through issuance of restricted common shares and reversal of $10,000 charged by the CEO in the previous year. The costs related to visits in London, UK and Canada by the CEO in connection with meeting with shareholders and potential business partners. Costs also include reimbursement of $4,458 to a shareholder owning over 5% equity in the Company in connection with his visit to Spain in meeting the CEO and participation in the business opportunity discussions.

Bad Debts

There were no bad debts during the fiscal year 2017.

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The Company had a Note receivable of $44,800 (€40,000) advanced in instalments between July 2014 and September 2014 to Mr. Sergi Vargas Vila, a non -related Spanish national who owns Bluesence Innovation Group, S.L., a Spanish private company, with whom the Company was negotiating acquisition of all shares in Bluesence from Mr. Vila. The advances were covered by a Loan agreement dated July 4, 2014 and were due on or before March 31, 2015, if no acquisition took place. The negotiations with Bluesence concluded unsuccessfully and Mr. Vila refused to repay the advances. Management is of the opinion that the expected recovery through legal means does not justify the cost and efforts involved. As a result, the Note receivable was written off as bad debt during the year ended March 31, 2016.

Impairment in the value of investments

There were no investments as at March 31, 2017 and during the fiscal year ended on that date.

In fiscal year 2015, the Company made two investments through a pledge fund in Spain. Details of these investments are given in Note 5 to the financial statements for the year ended March 31, 2016. The investments were in two non-related emerging technology companies in Spain and were less than 10% of the equity of the investee entities. The carrying costs of these investments were €35,000 or $39,200. During the fiscal period 2016, the Company discontinued its membership to the pledge fund and was not provided with any updates on the investments. Inquiries by the management failed to generate any information to substantiate the carrying costs of these investments. The management therefore concluded that the value has been impaired and investments’ carrying value was therefore fully written off.

Loss on disposition of debt

There was no disposal of any debts during the fiscal year 2017.

As of March 29, 2016, the Company owed Current Capital Corp., a private corporation owned by a shareholder of the Company $ 319,809 after adjusting for the exchange gain and transfer of $ 6,000 from accounts payable. The entire debt was assumed by the CEO, Mr. Terence Robinson. The amount was settled by issuance of 10,660,312 restricted common shares of the Company at $0.03 per share. On the same day, Mr. Robinson also agreed to accept another 1,110,140 restricted common shares at $0.05 per share value, in settlement of the amount of $55,507 due to him on account of fees and expenses. The total number of shares issued 11,770,452 were valued at $0.07 being the quoted price of the Company’s shares on OTC Markets on the date of the issuance for a total cost of $823,932. The excess of $448,615, being the difference between the market value of shares issued of $823,932 and the carrying costs of debts settled of $375,316 was expensed as loss on disposition of debt as at March 31, 2016.

Interest Expense

As at April 1, 2016, the Company had a convertible loan of $28,000. During the year ended March 31, 2017, $20,000 of the loan was converted into common shares of the Company on April 11, 2016 and the balance of the loan of $8,000 plus accrued interest of $4,560 was converted into common shares of the Company on February 15, 2017. Interest accrued during the period was $1,447 plus accrued interest upto the beginning of the year was $4,292, total interest accrued being $5,739. The excess accrual of $1,179 was reversed. Hence net interest charge for the year was $268.

Interest expense for the year ended March 31, 2016 was $68,273. Interest expense for fiscal 2016 consisted of amortisation of convertible notes of $45,495, interest accrued on convertible notes of $5,111 and write off of unamortised portion of convertible notes of $17,667, which got converted during the fiscal year 2016. During the fiscal year 2016, $ 10,000 of the existing convertible note got converted and two new convertible notes issued during the fiscal 2016 for $ 30,000 were also converted later in the same year.

Financial Condition, Liquidity and Capital Resources

For the fiscal year 2017, the Company generated a negative cash flow from operations of $84,079 (2016: negative cash flow of $42,275), which was met from advances from director and stockholder of $74,631 and the existing cash.

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During the fiscal year 2017, the convertible loan of $28,000 was converted along with the accrued interest into common shares of the Company as explained above under Interest Expense section.

For the fiscal year 2016, the Company has generated a negative cash flow from operations of approximately $42,725 which was met from two new convertible debts of $ 30,000 and the existing cash.

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. Subsequent to April 1, 2017, the Company raised $88,000 by issuing two convertible loans to third parties.

Our present material commitments are continuing development costs of Plyzer and 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.

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.

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 $3.3 million as at March 31, 2017 ($3.2 million as at March 31, 2016). The Company realized a net loss from operations of approximately $70,000 and $0.7 million, respectively, for the years ended March 31, 2017 and 2016. These conditions raise substantial doubt about our ability to continue as a going concern. The Company continued to secure additional convertible loans and has raised $88,000 since April 1, 2017 and is currently negotiating with others to raise further funding needed. However, there is no guarantee that such negotiations will succeed 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.

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.

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Commitments

Under the terms of the consulting agreement with Lupama, Lupama shall be entitled to receive an additional 25 million restricted common shares as follows:

Exact dates on which the above milestones would be achieved and potential cost of this commitment was not known as at March 31, 2017.

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.

Plyzer Technologies Inc.

(formerly known as ZD Ventures Corporation)

Consolidated Financial Statements for the Year Ended March 31, 2017 and 2016

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Heaton & Company, PLLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

Plyzer Technologies Inc. (formerly ZD Ventures Corporation)

We have audited the accompanying balance sheet of Plyzer Technologies Inc. (formerly ZD Ventures Corporation) (the Company) as of March 31, 2017 and 2016, and the related statements of operations, stockholders’ equity (deficit) 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 of America). Those standards require that we plan and perform the audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 the Company as of March 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has negative working capital and has not generated revenues to cover operating expenses.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Heaton & Company, PLLC

Farmington, Utah

June 29, 2017

F-1

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Consolidated Balance Sheets

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

F-2

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Statements of Consolidated Operations and Comprehensive Loss

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

F-3

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Statement of Consolidated Shareholders’ Equity

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

F-4

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Statements of Consolidated Cash Flows

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

F-5

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Years ended March 31, 2017 and 2016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)

Business Description

Plyzer Technologies Inc. (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, operates from one of its shareholder’s premises 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.

On March 31, 2017, The Company changed its name from ZD Ventures Corporation to Plyzer Technologies Inc.. The Company began trading under a new symbol “PLYZ” effective May 1, 2017.

In December 2016, the Company incorporated a wholly owned subsidiary in Delaware, Plyzer Corporation (“Plyzer”). Plyzer entered into a development and consulting agreement with Lupama Producciones,S.L., a non-related Spanish private corporation (“Lupama”). Lupama will be managing and developing for Plyzer a unique web portal providing solutions for price comparison using artificial intelligence in a number of niche markets

Lupama began development work in January 2017, which was primarily financed by borrowings from the director. The Company is currently seeking external financing to support further development work at Plyzer.

(B)

Basis of Presentation

The audited consolidated financial statements for the year ended March 31, 2017 include the accounts of Plyzer Technologies Inc. and its wholly owned subsidiary; Plyzer Corporation  and are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. All material intercompany accounts and transactions have been eliminated in consolidation.

(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)

Development costs

Development costs, which relate primarily to product and software development are charged to operations as incurred. Under certain development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific development and commercial milestones. Milestone payments made to third parties are expensed when the milestone is achieved.

(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 to be included as other comprehensive gain or loss.

F-6

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Years ended March 31, 2017 and 2016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

(F)

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 year.  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.

Five million shares issued to Lupama, which have not yet vested were not included in the computation of the weighted average number of shares.

(G)

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 equivalents. As of March 31, 2017, and 2016 the Company had no cash equivalents.

(H)

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 basis of assets and liabilities and their carrying amounts for financial reporting purposes, 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.

(I)

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, that 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.

(J)

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.

F-7

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Years ended March 31, 2017 and 2016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

(J)

Fair Value of Financial Instruments, continued

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 consolidated 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 which creates substantial doubt about the Company’s ability 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 March 31, 2017, the Company has an accumulated deficit amount of approximately $3,316,257.

F-8

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Years ended March 31, 2017 and 2016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". ASU No. 2014-09 supersedes the revenue recognition requirements in "Revenue Recognition (Topic 605)," and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date of this pronouncement by one year to December 15, 2017 for annual reporting periods beginning after that date

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, 2017 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. The Company is evaluating the effects of the adoption of this ASU to its financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities.  This ASU will be effective for the Company beginning in the first quarter of fiscal year 2019.  The Company is evaluating the effects of the adoption of this ASU to its financial statements.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements upon adoption.

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-9

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Years ended March 31, 2017 and 2016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PREPAID EXPENSES

i.

Prepaid development costs represent amount paid to Lupama towards development costs incurred during the period subsequent to April 1, 2017.

ii.

Prepaid fee comprises fee paid for the calendar year 2016 to State of Nevada for renewal of license. Eight months’ of the fee is considered prepaid.

NOTE 5 - CONVERTIBLE DEBTS

i.

On April 11, 2016, a convertible debt holder of a $38,000 loan having a balance of $ 28,000 as at April 1, 2016, converted $20,000 of the loan into 689,655 common shares as per the terms of the agreement and on February 15, 2017, converted the balance of $ 8,000 plus accrued interest of $4,560 into 309,360 common shares. Par value of shares issued $999 was included in share capital and the balance $31561 was included in additional paid in capital.

NOTE 6 - COMMON STOCK

A consultant was issued 100,000 common shares on April 2, 2016 for services rendered. These shares were valued at $7,000, based on the quoted market price of $0.07 per common share on the date of issuance. The par value of these shares of $100 has been included in the common stock and the balance of $6,900 in additional paid-in capital.

The Company issued on December 21, 2016, 5 million restricted common shares to Lupama as a joining bonus as per the terms of the consulting agreement signed with Lupama.  These shares were valued at $350,000, based on the quoted market price of $0.07 per common share on the date of issuance. As per the terms of the consulting agreement, these shares will vest only after 12 months and are subject to the consultant not resigning or the consulting agreement not terminating prior to the vesting date. As a result, the value of the shares will be accounted only on their vesting unconditionally.

On March 29, 2016, amount due to Current Capital Corp., a private corporation owned by a shareholder of the Company had a carrying cost of $319,809 after adjusting for the exchange gain and transfer of $ 6,000 from payable. The entire debt was assumed by the CEO, Mr. Terence Robinson. The amount was settled by issuance of 10,660,312 restricted common shares of the Company at $0.03 per share.

On the same day, Mr. Robinson also agreed to accept another 1,110,140 restricted common shares at $0.05 per share value, in settlement of the amount of $55,507 due to him on account of fees and expenses.

F-10

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Years ended March 31, 2017 and 2016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - COMMON STOCK, continued

The total number of shares issued 11,770,452 were valued at $0.07 being the quoted price of the Company’s share on OTC Markets on the date of the issuance for a total cost of $823,933. $11,770 was credited to common stock and the balance $812,162 was credited to additional paid in capital and difference between the total debt settled and the value of the shares issued being $ 448,615 was expensed as loss on disposition of debt.

On February 25, 2016, Mr. Jeffrey Robinson, brother of the CEO, returned a certificate covering 5,000,000 restricted common shares of the Company for cancellation without any consideration. These shares were cancelled on February 26, 2016.

At March 31, 2017, the Company had 200,000,000 common shares of par value $0.001 common stock authorized.

NOTE 7 - COMMITMENT

Under the terms of the consulting agreement with Lupama, Lupama shall be entitled to receive an additional 25 million restricted common shares as follows:

Exact dates on which the above milestones would be achieved was not known as at March 31, 2017.

NOTE 8 - RELATED PARTY TRANSACTIONS

ADVANCES FROM STOCKHOLDER

Funds were advanced from time to time by Mr. Terence Robinson, the CEO and the sole director.

CONSULTING FEES

The fees of $25,000 charged by the CEO are included in accounts payable as at March 31, 2017 ($ nil as at March 31, 2016).

F-11

Plyzer Technologies Inc.

(Formerly known as ZD Ventures Corporation)

Years ended March 31, 2017 and 2016

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - RELATED PARTY TRANSACTIONS, continued

TRAVEL, MEALS AND PROMOTIONS

Travel and meals costs included $nil charged by the CEO and a consultant holding over 10% equity interest in the Company. (2016: $5,000).

NOTE 9 - 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, 2017, and 2016, respectively, the Company produced net operating losses before provision for income taxes of $69,857 and $721,057 respectively; accordingly, a provision for income taxes of $0 was recorded during the year ended March 31, 2017 and 2016.

The components of the Company’s deferred tax assets as of March 31, 2017 and 2016 are as follows:

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:

NOTE 10 - SUBSEQUENT EVENT

1.

The Company raised $88,000 subsequent to the balance sheet date by way of convertible debt financing from two independent entities. The convertible promissory notes carry interest of 8% and 12% respectively and are repayable within nine months and one year respectively. The notes are convertible into common shares of the Company at a price based on the average quoted price discounted by 60% to 61%.

2.

In April 2017, the Company incorporated a wholly owned subsidiary, Plyzer Technologies (Canada) Inc. in Ontario, Canada and sub-leased an office premises. Mr. pallares, the key owner of Lupama has become the CEO of this subsidiary.

F-12

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, 2017 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 comprises our Chief executive officer who is also our Chief 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 Plyzer 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 of  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, 2017. 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 - 2013"). Based on our assessment, we believe that, as of March 31, 2017, 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.

12

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 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 2017.  The Company’s Plyzer project development work is expected to be carried out in Toronto, Ontario, Canada for which the Company is considering recruiting certain staff including an accountant, provided the Company could generate enough financial resources to support these costs. In the event of such recruitments, more effective internal controls will be introduced and followed.

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 officer and director of the Company.

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 internal control, financial records, shareholders’ relations, arranging the required financing, reviewing investment opportunities and overall operating strategies for the Company. He has over 25 years of experience as a merchant banker and venture capitalist and has successfully secured financing for a number of start-up and small cap companies.

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.

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 one Board member 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.

13

Compensation of Directors

Our directors receive no cash compensation as directors. However, Mr. Robinson charged fees of $25,000 for the fiscal year 2017.

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 regulations 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 complied with on a timely basis for the period to 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.

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.

14

Item 11. Executive Compensation

Mr. Terence Robinson who acts as both the CEO and CFO charged $25,000 for the fiscal year 2017

Compensation of Directors

Directors received no compensation to act as directors during the fiscal years 2017 and 2016.

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, 2017, 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, 2017, 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.

(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, 2017. As of March 31, 2017, there were 34,616,476 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.

15

Item 13. Certain Relationships and Related Transactions, and director independence

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.

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, is a director who acts as CEO and CFO. 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, 2017 and 2016 for professional services rendered by the principal accountant for the audit of the Corporation's financial statements in our Annual Reports on Form 10-K 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:

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.

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 reports of our independent registered public accounting firm are filed herewith.

·

Report of Independent Registered Public Accounting Firm

·

Consolidated Balance Sheets at March 31, 2017 and 2016

·

Statements of Consolidated Operations and Comprehensive Loss for the years ended March 31, 2017 and 2016

·

Statements of Consolidated Stockholders’ Equity (Deficit) for the years ended March 31, 2017 and 2016

·

Statements of Consolidated Cash Flows for the years ended March 31, 2017 and 2016

·

Notes to Consolidated Financial Statements

16

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:

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

* Filed herewith.

17

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.

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.

18