Plyzer Technologies Inc. - Quarter Report: 2017 December (Form 10-Q)

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4

Plyzer Technologies Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

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

F-1

Plyzer Technologies Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Gain

(Unaudited)

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

F-2

Plyzer Technologies Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

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

F-3

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed 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, and through its subsidiary in Toronto, Ontario, Canada is engaged in developing a commercial web portal aimed at providing solutions for price comparison using artificial intelligence in a number of niche markets.

(B)

Basis of Presentation

The unaudited interim financial statements as of December 31, 2017 and for the three and nine months ended December 31, 2017 and 2016 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three and nine months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2018. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting.

(C)

Consolidation

The unaudited consolidated interim financial statements include the accounts of the Company and,

a.

Plyzer Corporation, a wholly owned subsidiary incorporated in the State of Delaware on December 9, 2016.

b.

Plyzer Technologies (Canada) Inc., a wholly owned subsidiary incorporated in Ontario, Canada on April 11, 2017.

c.

Plyzer Blockchain Technologies Inc., a wholly owned subsidiary incorporated in Ontario, Canada on November 3, 2017. The subsidiary has not yet commenced any operations.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended March 31, 2017. The significant accounting policies followed are same as those detailed in the said Annual Report, except for the following new accounting policies adopted during the nine months ended December 31, 2017:

Furniture and equipment

Furniture and equipment 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-4

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

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

Convertible debts and Derivative liability

Convertible loan notes issued by the Company have embedded conversion feature where principal liability and accrued interest are convertible, at the option of the loan holder, into common shares of the Company, at a price, based on the quoted market price of the Company’s common shares on the date of conversion discounted at an agreed percentage. The derivative liability is segregated and initially carried at fair value and subsequently remeasured on each reporting date at their fair value. The difference is taken to income as derivative gains or losses.

The debt discount is amortized over the period of the loan and charged to interest expense. Loans are stated at amortized discount amount.

Basic and Diluted Loss Per Share

In accordance with ASC Topic 280 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended December 31, 2017 excludes potentially dilutive securities of 7,880,426 shares underlying share purchase warrants and convertible notes, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

(D)

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.

F-5

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

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 this raises 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. While the Company has so far been successful in raising the required capital through debt and equity financing, management cannot provide any assurances that the Company will continue to be able to raise the funding required to complete its development work and commercial launch of the portal successfully in future.

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 December 31, 2017, the Company has an accumulated deficit amount of approximately $4 million.

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.  This ASU is not anticipated to have a material impact on the Company’s consolidated financial statements and notes to the financial statements.

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 consolidated financial statements and notes to the financial statements.

F-6

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (continued)

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 consolidated 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.

ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”).” The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: (a) Identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. This pronouncement has the same effective date as the new revenue standard, which is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. The Company is currently evaluating the effects of adopting ASU 2016-10 on its consolidated financial statements.

ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”).” The amendments in ASU 2016-12 provide clarifying guidance in certain narrow areas and add some practical expedients. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements as Topic 606. The guidance will have the same effective date and transition requirements as the ASU 2014-09. The Company is currently evaluating the effects of adopting ASU 2016-12 on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial instruments." The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The guidance will become effective for us on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. We are evaluating the effect of ASU 2016-13 on our consolidated financial statements.

ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”).” ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayments or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company is currently evaluating the effects of adopting ASU 2016-15 on its consolidated financial statements, but the adoption is not expected to have a significant impact as of the filing of this report.

F-7

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." The amendments in this update state that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory, such as intellectual property and property and equipment, when the transfer occurs. The amendments in this update will become effective for us on January 1, 2018. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We do not expect that the adoption of ASU 2016-16 will have a material effect on our consolidated financial statements and related disclosures.

ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business (“ASU 2017-01”).” In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting. The Company is currently evaluating the impact of adopting ASU 2017-01 on its consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The ASU expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. In addition, the amendments in this update modify disclosure requirements for presentation of hedging activities. Those modifications include a tabular disclosure related to the effect on the income statement of fair value and cash flow hedges and eliminate the requirement to disclose the ineffective portion of the change in fair value of hedging instruments, if any. The ASU will become effective for us on January 1, 2019. Early application is permitted for all hedging relationships that exist at the date of adoption. We are evaluating the effect of ASU 2017-12 on our 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 consolidated financial statements.

NOTE 4 - PREPAID EXPENSES AND DEPOSIT

F-8

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

NOTE 5 - CONVERTIBLE DEBTS

During the nine months ended December 31, 2017, the Company entered into the following Securities Purchased Agreements with independent lenders in connection with the issuance of convertible notes totalling $231,500:

F-9

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

NOTE 6 - DERIVATIVE LIABILITIES

Since the convertible loan notes issued during the period have a beneficial conversion feature which is contingent upon future market prices, they did not meet the conditions necessary for equity classification and as a result, the imbedded conversion feature is considered a derivative liability. The fair value of the derivative was estimated on the issue date and subsequently remeasured on December 31, 2017 using the Black-Scholes valuation technique, using the following assumptions.

NOTE 7 - COMMON STOCK

On May 2, 2017, the Company initiated a private placement of up to 10 million Units at a price of $0.05 per Unit. Each Unit consisted of one common share and one warrant. Warrant is convertible into one share at an exercise price of $0.20 per share and is valid for two years.

During the period to December 31, 2017, the Company issued 5.9 million Units for net proceeds of $295,000.

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. The Company and Lupama agreed that the conditions necessary to vest these shares were not met as at December 31, 2017. As a result, the value of the shares will be accounted only on their vesting unconditionally.

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

F-10

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

NOTE 8 - WARRANTS

As explained in Note 8, the Company issued 5.9 million warrants in connection with the private placement.

The fair value of 5.9 million warrants issued was estimated at $318,782 using the Black-Scholes valuation technique, using the following assumptions:

The value of warrants has been included in the paid in capital.

NOTE 9 - 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 December 31, 2017.

NOTE 10 - RELATED PARTY TRANSACTIONS

ADVANCES FROM DIRECTOR AND STOCKHOLDER

Funds were advanced from time to time by Mr. Terence Robinson, the CEO and the sole director and by Current Capital Corp., a company owned by a brother of the CEO and a shareholder.  These advances bear no interest and have no repayment terms.

CONSULTING FEES

F-11

Plyzer Technologies Inc.

Nine months ended December 31, 2017

Notes to Unaudited Condensed Financial Statements

NOTE 10 - RELATED PARTY TRANSACTIONS (continued)

TRAVEL, MEALS AND PROMOTION

Comprises expenses of $37,096 charged by the CEO. (December 31, 2016: $ nil)

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Includes $46,807 (March 31, 2017: $25,000) due to the CEO.

TRANSACTIONS WITH LUPAMA PRODUCCIONES S.SL. (LUPAMA)

Lupama’s key owner, Mr. Luis Pallares is the CEO of the Company’s subsidiary, Plyzer Technologies (Canada) inc.  During the three and nine months ended December 31, 2017, Lupama charged $345,520 and $375,230 respectively (for the three and nine months ended December 31, 2016: $nil)  towards development costs.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date these financial statements were issued and noted 943,843 shares of common stock were issued in respect to conversion notices received on various convertible notes.

F-12

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.

Overview

The Company was incorporated on February 23, 2005 under the laws of the state of Nevada. Effective July 15, 2015, Mr. Terence Robinson was appointed as the Chairman of the Board of directors and is also the Chief Executive Officer and Chief Financial officer of the Company.

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

The Company has three subsidiaries, Plyzer Corporation, incorporated in the State of Delaware on December 9, 2016, Plyzer Technologies (Canada) Inc., incorporated in the Province of Ontario, Canada on April 11, 2017 and Plyzer BlockChain Technologies Inc., incorporated in Ontario, Canada on November 3, 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 subsidiaries signed an assignment of lease on January 1, 2018 for premises at 67 Portland St., Toronto, Ontario M5V 2M9, Canada which will expire on December 30, 2018.

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 a 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.

The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes of the Company for the three and nine months ended December 31, 2017 and the audited financial statements and notes for the year ended March 31, 2017.

Business Plan and Strategy

Lupama is 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 front end for “customer use”. 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.

On December 31, 2017, Lupama completed the following tasks towards PLYZER development:

·

Lists bugs fixed

·

Track outbound links

·

Shipping cost added to price list of a product

5

·

Price Geolocalization

o

Pharmacy address parametrized

o

Pharmacies geolocalization with lat and long values

o

Map with geolocalized prices in product profile

o

Geolocation of users to offer the closest prices

·

Improved search by expanding the scope of a product's fields in the search

·

Proven and self-repairing tree consistency of categories

·

Notable visual improvements in the mobile version

·

Added UX enhancements to brand listings

·

Extended product descriptions

·

Created product dashboard: accessible from the administrator

o

Added best price, lowest price and average price in the product dashboard

o

Added price evolution graphs

o

Added heat map of product location in Spain by provinces

o

Number of pharmacies that offer the product

o

List of pharmacies that do not offer the product

·

Quality control of product profiles

·

Improvement and homogenization of the UX of the product listings

·

CDN (Content Delivery Network) creation

o

Improved SEO

o

Improved web load

o

Greater connection capacity

o

Response time reduction of delivery of information to the user

o

Costs reduction associated with the delivery of content

o

Reduction of packet loss and delay thanks to working with nodes close to the user

o

Network load reduction

o

100% availability of information, even when one of the servers goes down

·

Technical testing created for recruitment

·

Price service test

·

Improved texts and translations

·

New production environment activated

o

Self-scalable environment

o

Load balancer

o

Two frontend

o

Improved security in the use of resources

·

RDS

·

Elastic search servers

6

·

Internal use statistics dashboard

o

Business dashboard

o

Number of active prices, expired, potentially active, prices not assigned

·

Decoupling of the web protocol to the prices of sources

·

Maintenance and recalculation processes for updated prices

When Plyzer becomes commercially viable, the Company expects revenue streams from several sources like user fees, 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.

Results of operations

The Company did not have any operating income since its inception on February 23, 2005 through December 31, 2017. For the three and nine months ended December 31, 2017, the Company recognized a net loss of $480,111 and $759,477 respectively compared to the net loss of $10,046 and $1,179 respectively for the three and  nine  months ended December 31, 2016 respectively.

Overall operating expenses increased significantly during the three months ended December 31, 2017 compared to the three months ended December 31, 2016 mainly due to development activities associated with Plyzer. The development cost alone was $363,544 during the three months to December 31, 2017compared to $nil during the same period in 2016. Other relevant costs included travel and promotions which were $9,591 during the three months to December 31, 2017 compared to $nil during the same period in prior fiscal year. Overall, all expenses increased as the Company was fully engaged in the developmental activities and had operating subsidiaries during the three months ended December 31, 2017, while it just began its current business activities during the same period in the previous fiscal year.

Professional Fees

Professional fees for the three and nine months ended December 31, 2017 were $ 4,200 and $29,620 respectively. Approximately $25,000 of the fees for the nine months to December 31, 2017 related to legal and due diligence fees paid to the lawyers involved in raising convertible debt financing and the balance of the fees consisted of audit and review fees charged by the independent accountants.

Professional fees for the three and nine months ended December 31, 2016 were $1,100 and $3,300 respectively, and consisted of audit and review fees only.

Consulting fees

Consulting fees for the three and nine months ended December 31, 2017 included fees of $14,500 charged by the CEO and the balance of $3,000 represented fees charged for accounting services. During the three months ended December 31, 2017, the CEO’s annual fee was revised for the fiscal year 2018 from $25,000 to $36,000. As a result, apart from the fee of $9,000 based on the new fee for the quarter, additional fee of $5,500 for the first six months to September 30, 2017 was also charged during the nine months ended December 31, 2017.

Consulting fees for the three and nine months to December 31, 2016 included accrual of $6,250 and $18,750 respectively as fees for the CEO based on an annual estimate of $25,000, $nil and $7,000 respectively for fees charged by a shareholder holding over 5% equity, and $1,000 and $3,000 fees charged by the former CFO for accounting services.

General and administrative expenses

General and administrative costs for the three and nine months ended December 31, 2017 included rent and utilities of Toronto office for $5,620 and $16,411 and transfer agent fee and regulatory fees of $1,925 and $6,765 respectively. The increased fee was mainly due to Toronto office, CUSIP change following a name change and processing fees related to convertible loans charged by the transfer agent.

7

General and administrative costs for the three and nine months ended December 31, 2016 included regulatory filing fee of $600 and $1,600 and transfer agent’s fee of $85 and $880 respectively.

Travel, meals and promotion

These costs were incurred by the CEO and mainly involved travelling in Europe and North America in connection with the fund raising and monitoring the progress of the development work.

Interest Expense

Interest expense during the three and nine months to December 31, 2017 related to six convertible unsecured loans issued during the period, including two loans which were fully converted and one loan which was partially converted during the period, and consisted of debt discount of $90,837 and $160,417 and interest of $4,589 and $11,896 respectively for the three and nine months ended December 31, 2017.  Interest rates ranged from 8% to 12% per annum.

During the three and nine months ended December 31, 2016, there was only one loan of $ 8,000 outstanding and interest cost thereon was $444 and $1,447 respectively.

Development costs

Development costs related to fees paid to Lupama and other consultant in connection with the development of PLYZER site. Significant work was completed during the three months ended December 31, 2017 and a bill was rendered by  Lupama to cover their development for $375,230.

The details of the development work completed during the nine months ended December 31, 2017 of PLYZER is described in greater detail under business plan and strategy section of this report.

Financial Condition, Liquidity and Capital Resources

For the nine months ended December 31, 2017, the Company generated a negative cash flow from operations of $518,629 (nine months to December 31, 2016: negative cash flow of $12,733) , which was primarily due to development costs and was met from the proceeds from the convertible loans and from equity issuance through private placement and advances from the director and shareholder. In absence of any potential revenue in the near future, the Company will continue to be dependent upon financing raised through equity and debts and advances form its director and shareholders.

Our present material commitments are Plyzer development and maintenance of our Toronto office which may be hiring staff to accelerate development and completion of the beta site. This will depend on our ability to attract funding through private equity placements.

As of December 31, 2017, the Company had cash of $102,602 (as at March 31, 2017:  $199). The Company's total assets increased significantly from $17,164 as at March 31, 2017 to $109,958 as at December 31, 2017, due mainly to increase in cash resulting from equity and debt financing. Total liabilities also increased from $160,283 as of March 31, 2017 to $500,400 as of December 31, 2017, mainly due to further advances from the director and shareholder and new convertible loans and derivative liability relating to these notes.

Investing activities

During the nine months ended December 31, 2017, the Company spent $5,507 on furniture and equipment for the Toronto office of Plyzer Technologies (Canada) Inc. there was no such expenditure during the nine-month period ended December 31, 2016.

Financing activities

The Company raised total of $624,807 through equity financing, shareholder advances and debt financing during the nine months ended December 31, 2017. Details of the financing are provided in Notes 5 and 7 of the unaudited consolidated condensed financials for the period.

8

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company had an accumulated deficit of approximately $ 4.1 million as at December 31, 2017. The Company realized a net loss from operations of $759,477 for the nine months ended December 31, 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company continued to secure additional convertible loans and equity financing and has raised approximately $625,000 during the nine months to December 31, 2017. However, there is no guarantee that efforts to raise further financing  will success or result in the availability of the required funding.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off-balance sheet arrangements

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

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

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

Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management which currently 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 our 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 group companies have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the three and nine months ended December 31, 2017.

Our CEO is the only executive acting as CEO, CFO and corporate secretary and is the sole director.  The Company does not consider hiring any other administrative staff at this stage cost effective.

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PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

None.

Item 1A - Risk Factors

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 1A.

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

On May 2, 2017, the Company initiated a private placement of up to 10 million Units at a price of $0.05 per Unit. Each Unit consisted of one common share and one warrant. Warrant is convertible into one share at an exercise price of $0.20 per share and is valid for two years.

Up to December 31, 2017, the Company issued 5.9 million Units.

Item 3 - Defaults upon Senior Securities

None

Item 4 - Mine Safety Disclosures

None

Item 5 - Other Information

None

Item 6 - Exhibits

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

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

*

Filed herewith.

(b) The following sets forth the Company's reports on Form 8-K that have been filed during the quarter for which this report is filed:

8-K filed on July 10, 2017

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Plyzer Technologies Inc.

By: /s/ Terence Robinson

Terence Robinson

Chief Executive and Financial  Officer,

President and Chairman of the Board*

Date:  February 15, 2018

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

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