Plyzer Technologies Inc. - Annual Report: 2018 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 333-127389
PLYZER TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
| Nevada |
| 99-0381956 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
|
| 47 Avenue Road, Suite 200, Toronto, Ontario, Canada |
| M5R 2G3 |
| (Address of principal executive offices) |
| (Zip Code) |
Issuer’s telephone number: (416) 860-0211
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001 per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and ”emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
|
| Emerging growth company [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter - September 30, 2017: $4,164,995
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 43,284,169 as of July 12, 2018.
DOCUMENTS INCORPORATED BY REFERENCE
None
2
TABLE OF CONTENTS
3
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. 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. Lupama is creating an artificial intelligence driven engine for price comparison for the Company, known as “Plyzer”. Further details on Plyzer can be found in item 7 under “Business Plan and Strategy” section of this report.
4
Employees
As of March 31, 2018, 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. All the development is outsourced to Lupama and other independent consultants.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Available Information
Information regarding the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, are available to the public from the SEC's website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission. Any document that the Company files with the SEC may also be read and copied at the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
ITEM 1A. RISK FACTORS
As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. DESCRIPTION OF PROPERTY
The Company 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 expired on December 30, 2017 and a new lease is directly signed with the landlord for another year to December 31, 2018. The office is primarily used for corporate and development work. No work has yet begun at this premise.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
5
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, 2018:
|
| High($) |
| Low($) |
4th quarter ended March 31, 2018 | 0.44 |
| 0.12 |
| 3rd quarter ended December 31, 2017 | 0.24 |
| 0.09 |
2nd quarter ended September 30, 2017 | 0.20 |
| 0.13 |
| 1st quarter ended June 30, 2017 | 0.20 |
| 0.09 |
4th quarter ended March 31, 2017 | 0.12 |
| 0.06 |
| 3rd quarter ended December 31, 2016 | 0.08 |
| 0.02 |
2nd quarter ended September 30, 2016 | 0.05 |
| 0.05 |
| 1st quarter ended June 30, 2016 | 0.07 |
| 0.05 |
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, 2018, there were approximately thirty (30) holders of record of our common stock, which excludes those shareholders holding stock in street name.
(c) Dividend Policy. We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
Discussion and Analysis
The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.
6
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 beta site, it needs more 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 early next year. We are currently using development environments and testing production environments.
The details of the development work done on PLYZER to date are:
Content development included:
·
Database Design
·
Search engine design for users
·
Development and implementation of the search engine with ElasticSearch
·
Improved user interface for product list management
·
Automation of the crawling process and product matching
·
UX Design
·
Improving usability for mobile devices
·
CMS development of products, pharmacies, users, brands and categories
·
Introduction of crawling control in the CMS
·
Control of errors in the introduction of price sources.
·
Control in the processing of external data
·
Selection, standardization and reading of pharmacy data
·
Creating the deployment mechanism continued using version control tools
·
Installation of development, production servers (BBDD, Web server, Elastic Search, file CDN) in scalable cloud environments
·
Business development at international level:
o
Pharmacy and cosmetic products in Australia.
o
Pharmaceutical and cosmetic products in Switzerland.
o
Luxury products in Switzerland.
o
Insurance in Switzerland.
o
Cosmetic products in Dubai.
o
Branded products in Dubai.
o
Cosmetic products in Russia.
o
Cannabis products in Canada and the United States.
·
Improved frontend UX
o
Home redesign
§
Best Saving Brands
§
Best Saving products
o
Product Profile redesign
o
Categories and Brands lists redesign
o
Invitations:
§
CRUD Invitation Operations
§
Import list of emails
§
Create automatic invitations
§
new users related to invitations
7
o
Wishlist features
§
Share list in social media
§
Share with friends
§
Public/Private Lists
§
Add public lists to my lists
§
Featured lists from professionals
§
Added AJAX features to improve UX
§
Calculation of the best purchase for a list
o
Search Improvements
§
Prefixes and suggested values.
§
Fuzzy searches
o
Comments
§
New functionality to allow comments on products
§
History control of users
o
Likes
§
New functionality to allow create a list of favourite products
o
Translated platform to localize it to the needs of any market (language, currency, number and date formats etc.)
o
Australian market
§
Selection, standardization and reading of 12 best pharmacy data
§
More than 9000 products
§
Product matching process enhanced (Name and image recognition)
§
15% average saving and improving
o
Actions management (comment, likes, share)
o
Full functionality for mobiles
§
Bootstrap 100%
o
Adding control process for outliers (quarantine status for big savings prices, sometimes introducing errors)
o
Market research:
§
Pharmacy and cosmetic products in Australia.
§
Cosmetic products in Russia.
·
Automatic deployment
o
Scalable environments (development, stage and production)
o
Test environments
o
Servers enhancement
·
Plyzer features list management
·
CSS and JSS version management
o
webpack installation and implementation in servers
·
Crawling platform
o
229 Spanish pharmacies reached
o
More than 408K prices managed (108,171 assigned to products)
o
Average saving 34%
o
Refactor Crawling Process
§
Applying mathematics tests for finding correct prices
§
Improving Process for a better performance
§
Price Validation processes, Process automation
·
QA processes implemented
o
Unitary Tests, Translations Tests, PHP CS Fixer
o
Pre commit Hook , Code maintenance processes enhancement
·
Translation to English navigation and UX
·
SCRUM implementation
·
SEO
o
Better descriptions, Facebook Graph, Twiiter cards
8
·
Lists bugs fixed
·
Track outbound links
·
Shipping cost added to price list of a product
·
Price Glocalization
o
Pharmacy address parametrized
o
Pharmacies glocalization with late and long values
o
Map with globalized 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
·
Internal use statistics dashboard
o
Business dashboard
o
Number of active prices, expired, potentially activable, prices not assigned etc.
·
Decoupling of the web protocol to the prices of sources
·
Maintenance and recalculation processes for updated prices
·
Selective Deployment in development environment
·
Outliers service created
o
It allows detecting prices not applicable to a product: error detection and / or product packages
·
SEO improvements: products, category and brand
·
Performance improvement of product listings x10
·
Unified product queries in product repository
9
·
Improvement in the visualization of votes
·
Bugs of lists of products by brand and category solved
·
Improvements in user registration
·
Translated all static files to file server
·
Created new Elastic Search servers for new environments
·
Resolution of small errors in the search box
·
Crawling of major pharmacy sites in Canada and Australia
·
Self-allocation of prices to new products created
·
Improved access to product data from CMS
·
Dashboard development
·
Geolocated Prices
·
Improved search suggestions for elastic search
·
Test for the price update logic and automatic price activation and deactivation
·
New branding changes applied to the home page
·
Added User analytics data to Dashboard
·
Cache optimization CDN & Server
·
Build Scripts centralized for Jenkins
·
Improved Top Lists page visualization
·
Manual Not Valid prices feature
·
Currency Formatter
·
Shipping cost Toggle
·
Crawling Process Refactor
·
Bulk and process decoupled
·
Improved SEO ( friendly URLs)
·
Localized URLs for Canada and Australia
·
Crawling Report Refactor
·
Crawling Bulk Refactor
·
Split files simplified
·
Duped Prices detector developed
·
Import products with sub name
·
Import Brands and categories
·
Top Lists restyling
·
Python Server Installation
·
Refactor Brand and Category Controllers
·
Machine Learning product matching predictions
·
Manual Price Assign Methods
·
Crawling LIVE update
·
Development, and Crawling Data Trainings
·
Fast Matching Tool
·
Breadcrumb refactors
·
Import.io's JSON preview
·
Improved reports with quality counters
·
Crawling bulk strong updater
·
Percent formatter
·
Added Hierarchy to Brands
·
Improved SEO (structured data, sitemaps)
·
Image Recognition Team
·
Machine Learning model improvement distributed
·
New Look & Feel applied to the full site Spain
·
268 Pharmacies reached in Spain
·
22 Stores reached in Canada
10
Social Media
·
Definition of brand identity
·
Realization of Social Media Plan and Online Marketing Strategy Plan. (RRSS, SEO, Ads)
·
Competition analysis: Benchmarking of competitors; (indexed pages, traffic, Social Media, web traffic, Alexa ranking, Ads etc.)
·
Activity organization Social Networks:
·
Complete and link profiles
·
Define language, purpose, use, target, content and frequencies for each one.
·
Reactivation with the new image and design
·
Content planning, create campaigns, create copies, images, ads, etc.
·
Definition of promotions
·
Follow-up of changes and novelties in SM and strategy adaptation (eg, algorithm changes)
·
Analysis of results and impact on traffic
·
Preparing content for blog: interviews, writing, multichannel search
FOR THE YEAR ENDED MARCH 31, 2018 AND 2017
Results of operations
Revenues
There were no revenue for the twelve months ended March 31, 2018, and 2017 respectively.
Development costs
Development costs related to fees paid to Lupama and other consultants in connection with the development of the PLYZER portal. Significant work was completed on the portal. Details of various tasks completed are provided under “Business plan and strategy” section above.
During the fiscal year 2017, the Company launched a new project - creating an artificial intelligence driven engine for price comparison, known as “Plyzer”.
Professional Fees
Professional fees for the fiscal year 2018 comprise audit and review fees of $7,400 charged by the independent accountant and legal fees of $105,420. Legal fees related mainly to processing and due diligence costs incurred in connection with debt financing of approximately $770,000 raised through convertible notes.
Professional fees for fiscal 2017 primarily comprised auditor’s fees of $6,300 for quarterly reviews and annual audit. There were no legal fees during the year.
Consulting Fees
Consulting fees for the fiscal year 2018 included fees of $36,000 charged by the CEO and $24,000 charged by the former CFO for providing accounting services. The balance of the fees of $5,510 were paid to other independent consultants.
Consulting fees for the fiscal year 2017 included fees of $25,000 charged by the CEO, $7,000 fees 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. Fees of $36,000 charged previously by another shareholder was cancelled, thus reducing the overall fees to $1,000. Amounts charged by Lupama for development work has been reflected as development costs.
11
General and administrative Expenses
General and administrative costs for the fiscal year 2018 included rent and utilities of the Toronto office of approximately $25,000 and transfer agent fee and regulatory fees of $7,745 and $3,765 respectively. The increased fees were mainly due to the Toronto office, CUSIP change following a name change and processing fees related to convertible loans charged by the transfer agent.
General and administrative costs for the fiscal year 2017 included regulatory filing fees of $2,300 and $1,300 and other corporate costs comprising mainly Nevada State licence fees of $3,400.
Travel, meals and promotion
Travel, meals and promotion costs for the fiscal year 2018 were incurred mainly by the CEO in travels between Europe and North America in connection with fund raising and promotional activities.
There were no travel, meals or promotion costs during the fiscal year 2017.
Interest Expense
Interest costs related to 18 convertible loans raised during the fiscal year 2018 and included debt discount of $334,915 on conversion of some loans, interest of $12,229 settled by issuance of shares and Interest of $13,413 accrued and payable as at March 31, 2018.
Total interest for the year ended March 31, 2017 was $1,447. However, due to reversal of excess interest accrual of $1,178 relating to the prior year, net interest charge for the fiscal year 2017 was $268.
Financial Condition, Liquidity and Capital Resources
For the fiscal year 2018, the Company generated a negative cash flow from operations of $913,924 (2017: negative cash flow of $84,079), which was met primarily from proceeds of shares issues and convertible loans.
In absence of any potential revenue in the near future, the Company will continue to be dependent upon debt and equity financing and borrowings from director and shareholder.
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.
Investing activities
During the fiscal year 2018, the Company spent $7,843 on furniture and equipment for the Toronto office of Plyzer Technologies (Canada) Inc. there was no such expenditure during the fiscal year 2017.
Financing activities
The Company raised total of $1.2 million through equity financing, shareholder advances and debt financing during the fiscal year 2018. Details of the financing are provided in Notes 5 and 7 of the audited consolidated financials for the year ended March 31, 2018.
12
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 $5.1 million as at March 31, 2018 ($3.3 million as at March 31, 2017). The Company realized a net loss of approximately $1.8 million and $70,000, respectively, for the years ended March 31, 2018and 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company continued to secure additional funds through equity and convertible loans and raised approximately $1 million 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.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States Dollar. Assets and liabilities recorded in currencies other than US dollars are translated into USD at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for stockholders’ equity (deficiency) and revenues, expenses, gains and losses shall be translated at the exchange rate on the dates on which these elements are recognized, or if found to be impractical, the average exchange rate for the period may be used to translate these elements. Adjustments that arise from translation into the reporting currency are recorded as an exchange gain or loss and are recognized as a component of other comprehensive income.
Commitments
Under the terms of the consulting agreement with Lupama, Lupama shall be entitled to receive an additional 25 million restricted common shares as follows:
On Plyzer becoming a fully functional commercial site for consumers | 10 million |
| On Plyzer becoming a fully functional commercial site for companies | 5 million |
On enrolment of first 100,000 users/month | 5 Million |
| On achievement of first $50,000 in revenue | 5 Million |
Exact dates on which the above milestones would be achieved, and potential cost of this commitment was not known as at March 31, 2018. However, we are currently negotiating new terms with Lupama which will result in replacement of all the proposed shares with warrants, terms of which are not yet finalised. See Note 12 to the consolidated financials statements.
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.
13
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 Consolidated Financial Statements below, beginning on page F-1.
Plyzer Technologies Inc.
Consolidated Financial Statements for the Years Ended March 31, 2018 and 2017
| F-1 | |
| F-2 | |
| Statements of Consolidated Operations and Comprehensive Loss | F-3 |
| F-4 | |
| F-5 | |
| F-6 |
14
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders of
Plyzer Technologies Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Plyzer Technologies Inc. (the “Company”) as of March 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2018 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has not established an ongoing source of revenues sufficient to cover its operating expenses. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2015
Farmington, Utah
July 12, 2018
F-1
Plyzer Technologies Inc.
Consolidated Balance Sheets
| As at March 31, |
| 2018 |
| 2017 |
|
|
|
|
| |
ASSETS |
|
|
| |
| CURRENT ASSETS |
|
|
| |
Cash | $ | 261,575 | $ | 199 |
| Prepaid expenses and deposit |
| 16,287 |
| 16,965 |
Total Current Assets |
| 277,862 |
| 17,164 |
| Furniture and equipment, net |
| 5,229 |
| - |
Total Assets | $ | 283,091 | $ | 17,164 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
Accounts payable and accrued liabilities | $ | 148,606 | $ | 85,652 |
| Advances from director and stockholder |
| 195,099 |
| 74,631 |
Convertible debts, net of debt discount |
| 121,827 |
| - |
| Derivative liabilities |
| 933,198 |
| - |
Total Current Liabilities |
| 1,398,730 |
| 160,283 |
| Total Liabilities |
| 1,398,730 |
| 160,283 |
|
|
|
|
|
| STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
Common stock, $0.001 par value, authorized 200,000,000 shares; 43,183,271 and 34,616,476 shares issued and outstanding at March 31, 2018 and 2017, respectively |
| 43,183 |
| 34,616 |
| Additional paid-in capital |
| 3,901,238 |
| 3,069,094 |
Accumulated other comprehensive income |
| 65,353 |
| 69,428 |
| Accumulated deficit |
| (5,125,413) |
| (3,316,257) |
Total Stockholders’ Deficit |
| (1,115,639) |
| (143,119) |
| Total Liabilities and Stockholders’ Deficit | $ | 283,091 | $ | 17,164 |
The accompanying notes are an integral part of the consolidated financial statements.
F-2
Plyzer Technologies Inc.
Statements of Consolidated Operations and Comprehensive Loss
| Year ended March 31, | 2018 |
| 2017 | ||
|
|
|
|
|
|
|
REVENUES | $ | - |
| $ | - |
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
| Development costs |
| 697,059 |
|
| 53,896 |
General and administrative expenses |
| 47,652 |
|
| 8,393 |
| Professional fees |
| 112,820 |
|
| 6,300 |
Consulting fees |
| 65,510 |
|
| 1,000 |
| Travel, meals and promotions |
| 43,716 |
|
| - |
Total expenses |
| 966,757 |
|
| 69,589 |
|
|
|
|
|
|
|
Loss from operations |
| (966,757) |
|
| (69,589) |
|
|
|
|
|
|
|
Derivative loss |
| (481,842) |
|
| - |
| Interest and amortization of debt |
| (360,557) |
|
| (268) |
|
|
|
|
|
|
| Net loss |
| (1,809,156) |
|
| (69,857) |
|
|
|
|
|
|
| Other comprehensive (loss) gain |
| (4,075) |
|
| 1,159 |
Comprehensive (loss) | $ | (1,813,231) |
| $ | (68,698) |
|
|
|
|
|
|
|
Net loss per share, basic and dilutive | $ | (0.05) |
| $ | (0.00) |
| Number of weighted average common shares outstanding |
| 39,227,665 |
|
| 34,358,676 |
The accompanying notes are an integral part of the consolidated financial statements.
F-3
Plyzer Technologies Inc.
Statement of Consolidated Stockholders’ Equity (Deficit)
|
| Number of shares | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity (Deficit) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| BEGINNING BALANCE, April 1, 2016 | 33,517,461 | $ | 33,517 | $ | 3,030,633 | $ | (3,246,400) | $ | 68,269 | $ | (113,981) |
| Share issued in settlement of fee | 100,000 |
| 100 |
| 6,900 |
| - |
| - |
| 7,000 |
| Settlement of convertible debt | 999,015 |
| 999 |
| 31,561 |
| - |
| - |
| 32,560 |
| Other comprehensive gain | - |
| - |
| - |
|
|
| 1,159 |
| 1,159 |
| Net loss | - |
| - |
| - |
| (69,857) |
| - |
| (69,857) |
| ENDING BALANCE, March 31, 2017 | 34,616,476 | $ | 34,616 | $ | 3,069,094 | $ | (3,316,257) | $ | 69,428 | $ | (143,119) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| BEGINNING BALANCE, April 1, 2017 | 34,616,476 |
| 34,616 |
| 3,069,094 |
| (3,316,257) |
| 69,428 |
| (143,119) |
| Shares issued under private placement | 5,900,000 |
| 5,900 |
| 289,100 |
| - |
| - |
| 295,000 |
| Settlement of convertible loans and accrued interest | 2,666,795 |
| 2,667 |
| 226,469 |
| - |
| - |
| 229,136 |
| Derivative liabilities reclassified as additional paid-in capital due to conversion | - |
| - |
| 316,575 |
| - |
| - |
| 316,575 |
| Translation differences | - |
| - |
| - |
| - |
| (4,075) |
| (4,075) |
| Net loss | - |
| - |
| - |
| (1,809,156) |
| - |
| (1,809,156) |
| ENDING BALANCE, March 31, 2018 | 43,183,271 | $ | 43,183 | $ | 3,901,238 | $ | (5,125,413) | $ | 65,353 | $ | (1,115,639) |
The accompanying notes are an integral part of the consolidated financial statements.
F-4
Plyzer Technologies Inc.
Statements of Consolidated Cash Flows
| Year ended March 31, | 2018 |
| 2017 | ||
|
|
|
|
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| ||
| Net loss | $ | (1,809,156) |
| $ | (69,857) |
| Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
|
|
| Consulting fee settled in shares |
| - |
|
| 7,000 |
| Interest settled in shares |
| 12,229 |
|
| 268 |
| Depreciation |
| 2,614 |
|
| - |
| Derivative loss |
| 481,842 |
|
| - |
| Amortization of debt discount on convertible notes |
| 334,915 |
|
| - |
| Changes in operating assets and liabilities |
|
|
|
|
|
| (Increase) decrease in prepaid expenses |
| 678 |
|
| (16,382) |
| Increase (decrease) in accounts payable and accrued liabilities |
| 62,954 |
|
| (5,108) |
| Net cash generated (used) by operating activities | $ | (913,924) |
| $ | (84,079) |
|
|
|
|
|
|
|
| CASH FLOWS FROM (INTO) INVESTING ACTIVITIES |
|
|
|
|
|
| Purchase of furniture and equipment |
| (7,843) |
|
| - |
| Net cash (used in) investing activities | $ | (7,843) |
| $ | - |
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
| Advances from director and stockholder |
| 120,468 |
|
| 74,631 |
| Proceeds from sale of common stock |
| 295,000 |
|
| - |
| Proceeds from convertible loans |
| 771,750 |
|
| - |
| Net cash provided by financing activities | $ | 1,187,218 |
| $ | 74,631 |
|
|
|
|
|
|
|
| Effects of exchange rates on cash | $ | (4,075) |
|
| 1,159 |
|
|
|
|
|
|
|
| Net (decrease) increase in cash |
| 261,376 |
|
| (8,289) |
| Cash, beginning of period |
| 199 |
|
| 8,488 |
| Cash, end of period | $ | 261,575 |
| $ | 199 |
|
|
|
|
|
|
|
| SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
| Cash paid during the period |
|
|
|
|
|
| Income taxes | $ | - |
| $ | - |
| Interest paid | $ | - |
| $ | - |
|
|
|
|
|
|
|
| Non-Cash Investing and Financing Activities: |
|
|
|
|
|
| Convertible note and accrued interest converted into common shares | $ | (229,136) |
| $ | (32,560) |
| Derivative liability reclassified as additional paid-in capital | $ | (316,575) |
| $ | - |
The accompanying notes are an integral part of the consolidated financial statements.
F-5
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
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, and through its subsidiaries, is engaged in developing commercial web portal aimed at providing solutions for price comparison using artificial intelligence in a number of niche markets.
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.
(B)
Basis of Presentation
The audited consolidated financial statements for the year ended March 31, 2018 include the accounts of Plyzer Technologies Inc. and following wholly owned subsidiaries and are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars:
a.
Plyzer Corporation, incorporated in the State of Delaware on December 9, 2016.
b.
Plyzer Technologies (Canada) Inc., incorporated in Ontario, Canada on April 11, 2017.
c.
Plyzer Blockchain Technologies Inc., incorporated in Ontario, Canada on November 3, 2017. The subsidiary has not yet commenced any operations.
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)
Significant accounting policies
Technology and Content
Technology and content costs include payroll and related expenses for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our websites, curation and display of products and services made available on our websites, and infrastructure costs. Infrastructure costs include servers, networking equipment, and data center related depreciation, rent, utilities, and other expenses necessary to support AWS, as well as these and other efforts. Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers.
Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software and website development costs, including software used to upgrade and enhance our websites and applications supporting our business, which are capitalized and amortized over two years.
F-6
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
(D)
Significant accounting policies - Continued
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. For the fiscal year 2018, the average exchange rate for the year and exchange rate as at March 31, 2018 was CDN$1 = US$0.78.
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 year ended March 31, 2018 excludes potentially dilutive securities of 8,045,573 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.
|
| March 31, 2018 | March31, 2017 |
|
|
|
|
| Stock purchase warrants | 5,900,000 | -- |
| Convertible notes | 2,145,573 | -- |
|
| 8,045,573 | -- |
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, 2018, and 2017 the Company had no cash equivalents.
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-7
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
(D)
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.
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.
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.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
FASB Accounting Standards Codification (ASC) topic, “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three-level hierarchy for fair value measurements is defined as follows:
F-8
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
(D)
Significant accounting policies - Continued
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.
Fair Value of Financial Instruments
The following table provides a summary of the fair value of our derivative liabilities as of March 31, 2018 and March 31, 2017:
|
| Fair value measurements on a recurring basis | |||||
|
| Level 1 | Level 2 | Level 3 | |||
|
|
|
|
|
|
|
|
As of March 31, 2018: |
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
Derivative liabilities | $ | -- | $ | -- | $ | 933,198 |
|
|
|
|
|
|
|
|
As of March 31, 2017: |
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
Derivative liabilities | $ | -- | $ | -- | $ | -- |
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 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, 2018, the Company has an accumulated deficit amount of approximately $5.1 million.
F-9
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
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.
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.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220). ASU 2018-02 addresses the effect of the change in the U.S. federal corporate tax rate on items within accumulated other comprehensive income or loss due to the enactment of the Tax Act on December 22, 2017. The new standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.
In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies 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 periods beginning after December 15, 2017, including interim periods within those periods. ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.
F-10
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 4 -PREPAID EXPENSES AND DEPOSIT
| Year ended March 31, |
| 2018 |
| 2017 | ||
|
|
|
|
|
| ||
| Prepaid development cost | i | $ | 9,000 |
| $ | 16,965 |
| Rent deposit | ii |
| 3,086 |
|
| -- |
| Taxes receivable | iii |
| 4,046 |
|
| -- |
| Prepaid cost |
|
| 155 |
|
| -- |
|
|
|
|
|
|
|
|
|
|
| $ | 16,287 |
| $ | 16,965 |
i
Prepaid development costs represent amount paid towards development costs to be incurred subsequent to April 1, 2018.
ii.
Rent deposit is for leasing of the Toronto office.
iii.
Taxes receivable is harmonized sales tax paid in Canada for which a tax credit is receivable in cash.
NOTE 5 - CONVERTIBLE DEBTS
| March 31, |
| 2018 |
| 2017 | ||
|
|
|
|
|
| ||
| Balance, at beginning of year |
| $ | -- |
| $ | 28,000 |
| Accrued interest |
|
| 12,229 |
|
| 4,560 |
| Converted to additional paid in capital |
|
| (226,469) |
|
| (31,561) |
| Converted to common stock |
|
| (2,667) |
|
| (999) |
| Convertible notes issued |
|
| 771,750 |
|
| -- |
| Unamortized debt discount |
|
| (433,016) |
|
| -- |
| Balance, at end of year |
| $ | 121,827 |
| $ | -- |
| # | Amount in $ | Issue date | Maturity date | Interest rate p.a. | Principal balance as at Mar. 31, 2018 |
| Conversion terms |
| Prepayment terms | ||
1 | $ | 40,000 | 30-May-17 | 30-May-18 | 8% | $ | -- |
| The loan amount together with interest of $1,967 was fully converted into 567,869 shares. |
| N/A |
| 2 | $ | 53,000 | 24-May-17 | 28-Feb-18 | 12% | $ | -- |
| The loan was fully converted with interest of $3,180 into 617,323 shares. |
| N/A |
3 | $ | 28,000 | 20-Jun-17 | 20-Mar-18 | 12% | $ | -- |
| The loan was fully converted with interest of $1,680 into 420,993 shares. |
| N/A |
| 4 | $ | 39,500 | 08-Jun-17 | 08-Jun-18 | 10% | $ | -- |
| The loan was fully converted with interest of $3,251.31 into 699,338 shares. |
| N/A |
F-11
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 5 - CONVERTIBLE DEBTS: continued
| # | Amount in $ | Issue date | Maturity date | Interest rate p.a. | Principal balance as at Mar. 31, 2018 |
| Conversion terms |
| Prepayment terms | ||
5 | $ | 33,000 | 07-Sep-17 | 15-Jun-18 | 12% | $ | -- |
| The loan was fully converted with interest of $1,980 into 208,462 shares. |
| N/A |
| 6 | $ | 38,000 | 10-Nov-17 | 20-Aug-18 | 12% | $ | 38,000 |
| The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date. |
| prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 day and 180 days respectively. No prepayment after 180 days of issue. |
7 | $ | 33,000 | 02-Jan-18 | 15-Oct-18 | 12% | $ | 33,000 |
| The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date. |
| prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
| 8 | $ | 52,000 | 09-Jan-18 | 09-Jan-19 | 8% | $ | 52,000 |
| The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date. |
| prepayment at premium ranging from 115% to 135% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
9 | $ | 33,000 | 22-Jan-18 | 30-Oct-18 | 12% | $ | 33,000 |
| The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date. |
| prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
F-12
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 5 - CONVERTIBLE DEBTS: continued
| # | Amount in $ | Issue date | Maturity date | Interest rate p.a. | Principal balance as at Mar. 31, 2018 |
| Conversion terms |
| Prepayment terms | ||
10 | $ | 56,000 | 24-Jan-18 | 24-Jan-19 | 10% | $ | 56,000 |
| The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty five trading days prior to the conversion date. |
| prepayment at premium ranging from 135% to 145% of the loan note if prepaid within 90 days and after 90 days but before 180 days respectively. Prepayment not allowed after six months |
| 11 | $ | 40,000 | 25-Jan-18 | 25-Jan-19 | 8% | $ | 40,000 |
| The conversion price is a variable conversion price which will be 63% of the market price. Market price is the average of the lowest 2 trading prices during 12 trading days prior to the conversion date. |
| prepayment at premium ranging from 110% to 126% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. |
12 | $ | 40,000 | 23-Jan-18 | 30-May-18 | 8% | $ | 20,000 |
| The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date. $20,000 of the original loan plus interest of $171 was converted into 152,810 shares in March 2018. |
| The Company may pay this note any time |
| 13 | $ | 35,000 | 26-Jan-18 | 26-Jan-19 | 5% | $ | 35,000 |
| The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date. |
| prepayment at premium ranging from 135% to 150% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
F-13
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 5 - CONVERTIBLE DEBTS: continued
| # | Amount in $ | Issue date | Maturity date | Interest rate p.a. | Principal balance as at Mar. 31, 2018 |
| Conversion terms |
| Prepayment terms | ||
14 | $ | 55,000 | 09-Feb-18 | 08-Feb-19 | 12% | $ | 55,000 |
| The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date. |
| prepayment at premium ranging from 135% to 150% of the loan note if prepaid within 30 days and after 180 days respectively. |
| 15 | $ | 112,750 | 08-Feb-18 | 08-Nov-18 | 8% | $ | 112,750 |
| The conversion price is the lower of the lowest trading price during prior 22 days trading period and is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during 22 trading days prior to the conversion date. |
| prepayment at premium ranging from 135% to 145% of the loan note if prepaid within 90 days and between 90 and 180 days respectively. |
16 | $ | 33,000 | 16-Feb-18 | 30-Nov-18 | 12% | $ | 33,000 |
| The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date. |
| prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
| 17 | $ | 17,500 | 15-Mar-18 | 15-Mar-19 | 5% | $ | 17,500 |
| The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date. |
| prepayment at premium ranging from 135% to 150% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
18 | $ | 33,000 | 21-Mar-18 | 30-Dec-18 | 12% | $ | 33,000 |
| The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date. |
| prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
|
| $ | 771,750 |
|
|
| $ | 558,250 |
|
|
|
|
F-14
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 6 - DERIVATIVE LIABILITIES
| March 31, | 2018 |
| 2017 | ||
Balance, at beginning of year | $ | -- |
| $ | -- |
| Derivative additions associated with convertible notes on issuance |
| 767,931 |
|
| -- |
Day one loss on derivatives |
| 665,475 |
|
| -- |
| Change in fair value as at year end |
| (183,633) |
|
| -- |
| Value transferred to paid in capital on conversion of convertible notes |
| (316,575) |
|
|
|
| Balance, at end of year | $ | 933,198 |
| $ | -- |
Since the convertible loan notes issued during the year 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 relating to the convertible loans notes outstanding at March 31, 2018 was estimated on the issue date and subsequently remeasured on March 31, 2018 using the Black-Scholes valuation technique, using the following assumptions
|
| Issue date | March 31, 2018 |
Expected dividend | nil | nil |
| Risk free interest rate | 1% | 1% |
Expected volatility | 105.17% - 234.52% | 214.19% |
| Expected term | 283 days – 638 days | 142 days -587 days |
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. The warrant is convertible into one share at an exercise price of $0.20 per share and is valid for two years.
During the year to March 31, 2018, the Company issued 5.9 million Units for net proceeds of $295,000.
During the year to March 31, 2018, six convertible notes plus accrued interest were converted into 2,666,795 shares for a total value of $229,136.
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 March 31, 2018. As a result, the value of the shares will be accounted only on their vesting unconditionally. However, on May 15, 2018, these shares were returned to treasury and were cancelled. (Note 12)
At March 31, 2018 and 2017, the Company had 200,000,000 common shares of par value $0.001 common stock authorized.
F-15
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 8 - WARRANTS
As explained in Note 7, the Company issued 5.9 million warrants in connection with the private placement. The relative fair value of the 5.9 million warrants issued was estimated at $145,782 using the Black-Scholes valuation technique, using the following assumptions:
Expected dividend | nil |
| Risk free interest rate | 1% |
Expected volatility | 72.695 to 78.97% |
| Expected term | 730 days |
The value of warrants has been included in the paid in capital.
At March 31, 2018 and 2017, the following share purchase warrants were outstanding:
| Year ended March 31, | 2018 | 2017 | ||||
|
| No. of Warrants | Weighted average exercise price | No. of Warrants | Weighted average exercise price | ||
| Outstanding - beginning of year | -- | $ | -- | -- | $ | -- |
| Issued | 5,900,000 | $ | 0.20 | -- | $ | -- |
| Forfeited/Canceled/Expired | -- | $ | -- | -- | $ | -- |
| Exercised | -- | $ | -- | -- | $ | -- |
| Outstanding - end of year | 5,900,000 | $ | 0.20 | -- | $ | -- |
The aforementioned warrants have an average remaining life of approximately 1.4 year as at March 31, 2018.
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:
On Plyzer becoming a fully functional commercial site for consumers | 10 million |
| On Plyzer becoming a fully functional commercial site for companies | 5 million |
On enrolment of first 100,000 users/month | 5 Million |
| On achievement of first $50,000 in revenue | 5 Million |
Exact dates on which the above milestones would be achieved was not known as at March 31, 2018.
Subsequent to the balance sheet date, the Company is negotiating exchanging the proposed shares with warrants, terms of which are not yet determined and agreed (Note 12).
NOTE 10 - RELATED PARTY TRANSACTIONS
ADVANCES FROM DIRECTOR AND SHAREHOLDER
| Year ended March 31, | 2018 |
| 2017 | ||
| Balance, beginning of year | $ | 74,631 |
| $ | -- |
| Funds advanced (net) |
| 120,468 |
|
| 74,631 |
| Balance, end of year | $ | 195,099 |
| $ | 74,631 |
F-16
Plyzer Technologies Inc.
Years ended March 31, 2018 and 2017
Notes to Consolidated Financial Statements
NOTE 10 - RELATED PARTY TRANSACTIONS: continued
Funds were advanced from time to time by Mr. Terence Robinson, the CEO and the sole director and Current Capital Corp., which is wholly owned by a brother of CEO.
CONSULTING FEES
Consulting fee includes fee charged by the CEO of $36,000 for the fiscal year 2018. (Fiscal year 2017: $25,000).
DEVELOPMENT COSTS
Development costs includes fee of $617,432 (Fiscal year 2017: $53,896) charged by a company controlled by the CEO of the Company’s subsidiary.
TRAVEL, MEALS AND PROMOTIONS
Travel and meals costs of $43,716 were charged by the CEO. (Fiscal year 2017: $nil).
PAYABLES AND ACCRUALS
Includes $55,807 due to CEO as at March 31, 2018. (As at March 31, 2017: $25,000)
NOTE 11 - 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.
Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21%. The SEC has issued guidance in Staff Accounting Bulletin No. 118 that allows for a measurement period of up to one year after the enactment date of the 2017 Tax Reform to finalize the recording of the related tax impacts. The Company currently anticipates finalizing and recording any resulting adjustments by the end of fiscal year 2019.
For the years ended March 31, 2018, and 2017, respectively, the Company produced net operating losses before provision for income taxes of $980,170 and $69,857 respectively; accordingly, a provision for income taxes of $0 was recorded during the year ended March 31, 2018 and 2017.
The components of the Company’s deferred tax assets as of March 31, 2018 and 2017 are as follows:
|
| 2018 | 2017 | ||
Net operating loss carryover | $ | (708,000) | $ | (502,000) |
| Valuation allowance |
| 708,000 |
| 502,000 |
Net provision for federal income taxes | $ | -- | $ | -- |
F-17
The Company’s effective income tax rate of 0.0% differs from the statutory rate of 35% (Fiscal 2017:35% ) for the reason set forth below for the years ended March 31:
|
| 2018 | 2017 | ||
Income tax (recoverable) payable at statutory rate | $ | (633,205) | $ | (24,450) |
| Derivative loss |
| 168,645 |
|
|
Amortization of debt discount |
| 117,220 |
|
|
| Effect of rate changes on deferred tax assets and valuation allowance |
| 138,936 |
|
|
Valuation allowance |
| 208,404 |
| 24,450 |
| Net provision for federal income taxes | $ | -- | $ | -- |
As at the year-end the Company had an approximate net tax loss carried forward of $2.4 million (2017: $1.4 million). Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. These losses expire between 2028 and 2038. There is a three-year limitation on IRS audit since filing of a tax return. The Company has yet to file its tax returns since the fiscal year 2012. Penalties and interest if any charged are included in general and administrative expenses. No penalty or interest was charged or included during the years ended March 31, 2018 and 2017.
The Company’s subsidiary in Canada is subject to Canadian Federal and Provincial taxes. There is however no tax liability due to losses. At the year end, the Company had approximately net tax losses carried forward of $27,800 (2017: $nil), which has been fully offset by valuation allowance of the same amount, as their realization is determined not likely to occur.
NOTE 12 - SUBSEQUENT EVENT
Five million shares issued to Lupama but not yet vested were returned to treasury and canceled on May 15, 2018. Further, the Company is in negotiation with Lupama to replace the remaining 25 million shares issuable on achievement of the agreed milestones as explained in Note 9 with 30 million warrants, terms of which have not yet been agreed.
F-18
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, 2018 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, 2018. 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, 2018, 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.
15
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 2018. The Company’s Plyzer project development work was carried out by Lupama in Spain but is expected in future to be managed 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.
| Name |
| Age |
| Position(s) with Company |
| Terence Robinson |
| 58 |
| Chief Executive Officer and director. |
Business Experience
Terence Robinson was appointed on September 30, 2014 as Chairman of the Board and Chief Executive Officer of the Company. Mr. Robinson is responsible for the 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.
16
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.
Compensation of Directors
Our directors receive no cash compensation as directors. However, Mr. Robinson charged fees of $36,000 for the fiscal year 2018 for his services as CEO.
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.
17
Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
ITEM 11. EXECUTIVE COMPENSATION
Mr. Terence Robinson who acts as both the CEO and CFO charged $36,000 for the fiscal year 2018.
Compensation of Directors
Directors received no compensation to act as directors during the fiscal years 2018 and 2017.
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, 2018, 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, 2018, 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.
| Name and Address | Title of Class | Number | Percent (1) |
Terence Robinson | Common | 18,595,452 | 43.06% |
| 68 Admiral Road, Toronto, ON M5R 2L5 |
|
|
|
|
| 20,495,452 | 43.06% |
(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, 2018. As of March 31, 2018, there were 43,183,271 shares of our common stock issued and outstanding.
18
Securities Authorized for Issuance under Equity Compensation Plans
We currently do not have any equity compensation plans.
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, 2018 and 2017 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:
| Year ended March 31 |
| Audit Fees |
| Audit-Related Fees | Tax Fees | All Other Fees | |
| 2018 |
| $ | 7,400 |
| none | none | none |
| 2017 |
| $ | 6,300 |
| none | none | none |
We do not currently have a standing audit committee. The above services were approved by the Board.
In discharging its oversight responsibility as to the audit process, the Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence.
19
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, 2018 and 2017
•
Statements of Consolidated Operations and Comprehensive Loss for the years ended March 31, 2018 and 2017
•
Statements of Consolidated Stockholders’ Equity (Deficit) for the years ended March 31, 2018 and 2017
•
Statements of Consolidated Cash Flows for the years ended March 31, 2018 and 2017
•
Notes to Consolidated Financial Statements
2.
Financial Statement Schedules.
Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.
3.
Exhibits Incorporated by Reference or Filed with this Report.
(a)
The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein, as follows:
| Exhibit Number | Description |
|
|
|
| *Certifications of the Chief Executive and Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
| *Certification of the Chief Executive and Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. | |
101 | *The following financial information from our Annual Report on Form 10-K for the year ended March 31, 2018 has been formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statement of Cash Flows, and (iv) Notes to Financial Statements |
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* Filed herewith.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| PLYZER TECHNOLOGIES INC. |
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| Date: July 12, 2018 |
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| By: /s/Terence Robinson |
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| Terence Robinson, Chief Executive Officer President, Secretary, Treasurer and Director (Principal Executive Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: July 12, 2018 |
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| /s/Terence Robinson |
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| Terence Robinson Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer) |
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