Plyzer Technologies Inc. - Quarter Report: 2018 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
(Mark one)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period June 30, 2018
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______________ to _____________
Commission file number 333-127389
PLYZER TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
| Nevada |
| 99-0381956 |
| (State or other jurisdiction of incorporation) |
| (IRS Employer Identification No.) |
47 Avenue Road, Suite 200
Toronto, ON Canada M5R 2G3
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (416) 860-0211
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
As of August 13, 2018, there were 73,604,434 shares of the Issuer's common stock, par value $0.001 per share outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbour for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
2
TABLE OF CONTENTS
3
MANAGEMENT DISCLOSURE STATEMENT
This form 10-Q and the unaudited condensed financial statements included therein have not yet been reviewed by our auditors.
We undertake to file an amended 10-Q on completion of a review by our auditors.
Plyzer Technologies Inc.
By: /s/ Terence Robinson
Terence Robinson
Chief Executive and Financial Officer,
President and Chairman of the Board*
Date: August 21, 2018
* Terence Robinson has signed both on behalf of the registrant as a duly authorized officer and as the Registrant's principal accounting officer.
4
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
| F-1 | |
|
|
|
| Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) | F-2 |
|
|
|
| F-3 | |
|
|
|
| F-4 | |
|
|
|
| Notes to Condensed Consolidated Financial Statements (unaudited) | F-5 |
5
Plyzer Technologies Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
|
| June 30, 2018 |
| March 31, 2018 | ||
|
| (Unaudited) |
|
| ||
| ASSETS |
|
|
| ||
| CURRENT ASSETS |
|
|
| ||
| Cash | $ | 39,165 |
| $ | 261,575 |
| Prepaid expenses and deposit |
| 13,970 |
|
| 16,287 |
| Total current assets |
| 53,135 |
|
| 277,862 |
| Furniture and equipment, net |
| 4,575 |
|
| 5,229 |
| Total Assets | $ | 57,710 |
| $ | 283,091 |
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
| Accounts payable and accrued liabilities | $ | 180,828 |
| $ | 148,606 |
| Advances from director and shareholder |
| 172,568 |
|
| 195,099 |
| Convertible debt, net of discount |
| 59,810 |
|
| 121,827 |
| Derivative liabilities |
| 1,145,235 |
|
| 933,198 |
| Total Current Liabilities |
| 1,558,441 |
|
| 1,398,730 |
| Total Liabilities |
| 1,558,441 |
|
| 1,398,730 |
|
|
|
|
|
|
|
| Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS’ (DEFICIT) EQUITY |
|
|
|
|
|
| Common stock, $0.001 par value, authorized 200,000,000 shares; 43,183,271 shares issued and outstanding at June 30, 2018 and March 31, 2018, respectively |
| 43,183 |
|
| 43,183 |
| Additional paid-in capital |
| 3,901,238 |
|
| 3,901,238 |
| Accumulated other comprehensive income |
| 66,935 |
|
| 65,353 |
| Accumulated deficit |
| (5,512,087) |
|
| (5,125,413) |
| Total Stockholders’ deficit |
| (1,500,731) |
|
| (1,115,639) |
| Total Liabilities and Stockholders’ deficit | $ | 57,710 |
| $ | 283,091 |
The accompanying notes are an integral part of the condensed Consolidated financial statements.
F-1
Plyzer Technologies Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| Three months ended June 30, | 2018 | 2017 | ||
|
|
|
| ||
| REVENUES | $ | - | $ | - |
|
|
|
|
|
|
| OPERATING EXPENSES: |
|
|
|
|
| Development costs |
| 283,458 |
| 51,001 |
| General and administrative expenses |
| 11,554 |
| 10,604 |
| Professional fees |
| 29,300 |
| 13,500 |
| Consulting fees |
| 23,726 |
| 10,250 |
| Travel, meals and promotions |
| - |
| 23,619 |
|
|
|
|
|
|
| Total expenses |
| 348,038 |
| 108,974 |
| Loss from operations |
| (348,038) |
| (108,974) |
|
|
|
|
|
|
| OTHER (EXPENSE) |
|
|
|
|
| Premium on early settlement of convertible loans |
| (21,975) |
| - |
| Derivative loss |
| (2,220) |
| (12,460) |
| Interest and amortization of expense |
| (14,441) |
| (14,261) |
| Net loss |
| (386,674) |
| (135,695) |
|
|
|
|
|
|
| Other comprehensive gain |
| 1,582 |
| 711 |
| Comprehensive (loss) | $ | (385,092) | $ | (134,984) |
|
|
|
|
|
|
| Net loss per share, basic and dilutive | $ | (0.01) | $ | (0.00) |
| Number of weighted average common shares outstanding |
| 43,183,271 |
| 34,616,476 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-2
Plyzer Technologies Inc.
Condensed Consolidated Statement of Shareholders’ Deficit
(Unaudited)
|
| Number of shares | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated Other Comprehensive Income | Total Stockholders' Equity | |||||
| BEGINNING BALANCE, April 1, 2017 | 34,616,476 | $ | 34,616 | $ | 3,069,094 | $ | (3,316,257) | $ | 69,428 | $ | (143,119) |
| Other comprehensive gain | - |
| - |
| - |
| - |
| 711 |
| 711 |
| Net loss | - |
| - |
| - |
| (135,695) |
| - |
| (135,695) |
| ENDING BALANCE, June 30, 2017 | 34,616,476 | $ | 34,616 | $ | 3,069,094 | $ | (3,451,952) | $ | 70,139 | $ | (278,103) |
| BEGINNING BALANCE, April 1, 2018 | 43,183,271 |
| 43,183 |
| 3,901,238 |
| (5,125,413) |
| 65,353 |
| (1,115,639) |
| Other comprehensive gain | - |
| - |
| - |
| - |
| 1,582 |
| 1,582 |
| Net loss | - |
| - |
| - |
| (386,674) |
| - |
| (386,674) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ENDING BALANCE, June 30, 2018 | 43,183,271 | $ | 43,183 | $ | 3,901,238 | $ | (5,512,087) | $ | 66,935 | $ | (1,500,731) |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-3
Plyzer Technologies Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three months ended June 30, | 2018 |
| 2017 | ||
|
|
|
|
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| ||
| Net loss | $ | (386,674) |
| $ | (135,695) |
| Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
|
|
| Debt discount |
| - |
|
| 12,907 |
| Interest settled in shares |
| - |
|
|
|
| Depreciation |
| 654 |
|
| 112 |
| Derivative loss |
| 2,220 |
|
| 12,460 |
| Amortization of debt discount |
| - |
|
| - |
| Changes in operating assets and liabilities |
|
|
|
|
|
| (Increase) decrease in prepaid expenses |
| 2,317 |
|
| (45,975) |
| Increase (decrease) in accounts payable and accrued liabilities |
| 32,222 |
|
| 1,235 |
| Net cash generated (used) by operating activities | $ | (349,261) |
| $ | (154,956) |
|
|
|
|
|
|
|
| CASH FLOWS FROM (INTO) INVESTING ACTIVITIES |
|
|
|
|
|
| Purchase of furniture and equipment |
| - |
|
| (4,195) |
| Net cash (used in) investing activities | $ | - |
| $ | (4,195) |
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
| Advances from director and stockholder |
| (22,531) |
|
| 77,656 |
| Settlement of convertible loans |
| (71,000) |
|
| - |
Proceeds from convertible loan |
| 218,800 |
|
| 121,000 |
| Net cash provided by financing activities | $ | 125,269 |
| $ | 198,656 |
|
|
|
|
|
|
|
| Effects of exchange rates on cash | $ | 1,582 |
| $ | 711 |
|
|
|
|
|
|
|
| Net (decrease) increase in cash |
| (222,410) |
|
| 40,216 |
| Cash, beginning of period |
| 261,575 |
|
| 199 |
| Cash, end of period | $ | 39,165 |
| $ | 40,415 |
|
|
|
|
|
|
|
| SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
| Cash paid during the period |
|
|
|
|
|
| Income taxes | $ | - |
| $ | - |
| Interest paid | $ | 4,679 |
| $ | - |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-4
Plyzer Technologies Inc.
Three months ended June 30, 2018
Notes to Unaudited Condensed Financial Statements
NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A)
Business Description
Plyzer Technologies Inc. (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, and through its subsidiary in Toronto, Ontario, Canada is engaged in developing a commercial web portal aimed at providing solutions for price comparison using artificial intelligence in a number of niche markets.
(B)
Basis of Presentation
The unaudited interim financial statements as of June 30, 2018 and for the three months ended June 30, 2018 and 2017 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2019. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting.
(C)
Consolidation
The unaudited consolidated interim financial statements include the accounts of the Company and,
a.
Plyzer Corporation, a wholly owned subsidiary incorporated in the State of Delaware on December 9, 2016.
b.
Plyzer Technologies (Canada) Inc., a wholly owned subsidiary incorporated in Ontario, Canada on April 11, 2017.
c.
Plyzer Blockchain Technologies Inc., a wholly owned subsidiary incorporated in Ontario, Canada on November 3, 2017. The subsidiary has not yet commenced any operations.
The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended March 31, 2018. The significant accounting policies followed are same as those detailed in the said Annual Report.
(D)
Use of estimates
The financial statements have been prepared in conformity with generally accepted accounting principles (GAAP). In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of financial position and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.
F-5
Plyzer Technologies Inc.
Three months ended June 30, 2018
Notes to Unaudited Condensed Financial Statements
NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basic and Diluted Loss Per Share
In accordance with ASC Topic 280 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.
Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2018 excludes potentially dilutive securities of 7,990,415 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.
|
| June 30, 2018 | March 31, 2018 |
| Stock purchase warrants | 5,900,000 | 5,900,000 |
| Convertible notes | 2,090,415 | 2,145,573 |
|
| 7,990,415 | 8,045,573 |
NOTE 2 - GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and this raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. While the Company has so far been successful in raising the required capital through debt and equity financing, management cannot provide any assurances that the Company will continue to be able to raise the funding required to complete its development work and commercial launch of the portal successfully in future.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As of June 30, 2018, the Company has an accumulated deficit amount of approximately $5.5 million.
F-6
Plyzer Technologies Inc.
Three months ended June 30, 2018
Notes to Unaudited Condensed Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The amendments in this ASU requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this ASU is permitted for all entities. The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments. Based on its preliminary evaluation, the Company expects to start recognizing lease assets and lease liabilities for its operating leases on the Company’s statements of financial position as of the end of the first fiscal quarter of 2019 and the comparative period presented. The Company expects no material impact on its results of operations or cash flows in the periods after 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 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. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.
In February 2018, the FASB issued ASU 2018-02: “Income Statement-Reporting Comprehensive Income (Topic 220)-Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Act”). Consequently, the amendments eliminate the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this ASU also require certain disclosures about stranded tax effects. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments.
F-7
Plyzer Technologies Inc.
Three months ended June 30, 2018
Notes to Unaudited Condensed Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (continued)
In June 2018, the FASB issued ASU 2018-07: “Compensation-Stock Compensation (Topic 718)- Improvements to Nonemployee Share-Based Payment Accounting”. The Board is issuing this Update as part of its Simplification Initiative. The amendments in this Update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.
The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at the time. The Company has determined that the adoption of recently adopted accounting pronouncements will not have an impact on the financial statements.
NOTE 4 - PREPAID EXPENSES AND DEPOSIT
|
| June 30, 2018 |
| March 31, 2018 | ||
| Prepaid development costs | $ | 6,000 |
| $ | 9,000 |
| Rent deposit |
| 3,086 |
|
| 3,086 |
Taxes receivable |
| 4,755 |
|
| 4,046 |
| Prepaid cost |
| 129 |
|
| 155 |
|
| $ | 13,970 |
| $ | 16,287 |
NOTE 5 - CONVERTIBLE DEBTS
|
|
| June 30, 2018 |
| March 31, 2018 | ||
| Balance, at beginning of period |
| $ | 121,827 |
| $ | -- |
| Accrued interest |
|
| -- |
| $ | 12,229 |
| Converted to additional paid in capital |
|
| -- |
|
| (226,469) |
| Converted to common stock |
|
| -- |
|
| (2,667) |
| Convertible note settled in cash | i |
| (71,000) |
|
| -- |
| Convertible notes issued | ii |
| 218,800 |
|
| 771,750 |
| Unamortized debt discount |
|
| (209,817) |
|
| (433,016) |
| Balance, at end of period |
| $ | 59,810 |
| $ | 121,827 |
F-8
Plyzer Technologies Inc.
Three months ended June 30, 2018
Notes to Unaudited Condensed Financial Statements
NOTE 5 - CONVERTIBLE DEBTS (continued)
i.
During the three months ended June 30, 2018, the Company settled two loans in cash for a total amount of $97,654 as follows:
|
| Loan amount | Prepayment premium | Interest | Total | ||||
| 1 | $ | 38,000 | $ | 12,075 | $ | 2,168 | $ | 52,243 |
| 2 |
| 33,000 |
| 9900 |
| 2511 |
| 45,411 |
|
| $ | 71,000 | $ | 21,975 | $ | 4,679 | $ | 97,654 |
ii.
During the three months ended June 30, 2018, the Company entered into the following Securities Purchased Agreements with independent lenders in connection with the issuance of convertible notes totalling $218,800:
| # | Amount in ($) | Issue date | Maturity date | Interest rate p.a. | Loan balance as at June 30, 2017 ($) | Conversion terms | Prepayment terms |
| 1 | 53,000 | 11-May-18 | 28-Feb-19 | 12% | 53,000 | 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. |
| 2 | 79,800 | 06-Jun-18 | 06-Jun-19 | 8% | 79,800 | 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 115% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively. |
| 3 | 33,000 | 13-Jun-18 | 30-Mar-19 | 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. |
| 5 | 53,000 | 22-Jun-18 | 22-Mar-19 | 11% | 53,000 | The conversion price is a variable conversion price which will be 60% of the market price. Market price is the average of the lowest 2 trading prices or the lowest closing bid during 20 trading days prior to the conversion date. | The Company can redeem the note within six months of issuance without any premium. |
|
| 218,800 |
|
|
| 218,800 |
|
|
F-9
Plyzer Technologies Inc.
Three months ended June 30, 2018
Notes to Unaudited Condensed Financial Statements
NOTE 6 - DERIVATIVE LIABILITIES
|
| June 30, 2018 |
| March 31, 2018 | ||
| Balance, at beginning of period | $ | 933,198 |
| $ | -- |
| Derivative additions associated with convertible notes on issuance |
| -- |
|
| 767,931 |
| Day one loss on derivatives |
| 2,220 |
|
| 665,475 |
| Change in fair value as at period end |
| 209,817 |
|
| (183,633) |
| Value transferred to paid in capital on conversion of convertible notes |
| -- |
|
| (316,575) |
| Balance, at end of period | $ | 1,145,235 |
| $ | 933,198 |
Since the convertible loan notes issued during the period have a beneficial conversion feature which is contingent upon future market prices, they did not meet the conditions necessary for equity classification and as a result, the imbedded conversion feature is considered a derivative liability. The fair value of the derivative was estimated on the issue date and subsequently remeasured on June 30, 2018 using the Black-Scholes valuation technique, using the following assumptions.
| Issue date: | June 30, 2018 | June 30, 2017 |
Expected dividend | nil | nil |
| Risk free interest rate | 0.030% | 0.030% |
Expected volatility | 105% - 235% | 214%-216% |
| Expected term | 281 days - 639 days | 120 days -496 days |
NOTE 7 - COMMON STOCK
There were no movements in the common stock during the three months ended June 30, 2018.
On April 19, 2018, the Company and Lupama agreed to the following changes in their consulting agreement dated November 21, 2016 as follows:
a.
Five million shares issued to Lupama but not yet vested were to be returned for cancellation. Lupama accordingly returned the shares and these were canceled on May 15, 2018.
b.
Another 25 million shares issuable to Lupama on completion of certain milestones were canceled.
c.
The Company agreed to issue 30 million warrants to Lupama valid for three years and convertible into equal number of common shares at an exercise price of $0.0025 per share. The warrants will vest on August 1, 2018.
At June 30, 2018 and March 31, 2018, the Company had 200,000,000 common shares of par value $0.001 common stock authorized.
F-10
Plyzer Technologies Inc.
Three months ended June 30, 2018
Notes to Unaudited Condensed Financial Statements
NOTE 9 - RELATED PARTY TRANSACTIONS
ADVANCES FROM DIRECTOR AND STOCKHOLDER
|
| June 30, 2018 |
| March 31, 2018 | ||
| Balance, beginning of period | $ | 195,099 |
| $ | 74,631 |
| Funds advanced (net) |
| (22,531) |
|
| 120,468 |
| Balance, end of period | $ | 172,568 |
| $ | 195,099 |
Funds were advanced from time to time by Mr. Terence Robinson, the CEO and the sole director and by Current Capital Corp., a company owned by a brother of the CEO and a shareholder.
CONSULTING FEES
Consulting fee includes fee charged by the CEO of $9,000 for the three months ended June 30, 2018. ($6,250 for the three months ended June 30, 2017).
DEVELOPMENT COSTS
Development costs includes fee of $262,310 (three months ended June 30, 2017: $29,710) charged by a company controlled by the CEO of the Company’s subsidiary.
TRAVEL, MEALS AND PROMOTION
Comprises expenses of $nil charged by the CEO. (June 30, 2017: $ 23,619).
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Includes $64,807 (March 31, 2018: $25,000) due to the CEO.
F-11
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.
Overview
The Company was incorporated on February 23, 2005 under the laws of the state of Nevada. Effective July 15, 2015, Mr. Terence Robinson was appointed as the Chairman of the Board of directors and is also the Chief Executive Officer and Chief Financial officer of the Company.
On March 31, 2017, the Company changed its name from ZD Ventures Corporation to Plyzer Technologies Inc. (“PLYZER”, the “Company”).
The Company has three subsidiaries, Plyzer Corporation, incorporated in the State of Delaware on December 9, 2016, Plyzer Technologies (Canada) Inc., incorporated in the Province of Ontario, Canada on April 11, 2017 and Plyzer BlockChain Technologies Inc., incorporated in Ontario, Canada on November 3, 2017.
Our principal office is located at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3. Our telephone number is (416) 860-0211. Our fiscal year end is March 31. Our Canadian subsidiaries signed an assignment of lease on January 1, 2018 for premises at 67 Portland St., Toronto, Ontario M5V 2M9, Canada which will expire on December 30, 2018.
PLYZER’s business strategy until March 2015 involved developing a social website, B’ Wished, acquired in July 2012 aimed at driving traffic for various sellers of products and services which can generate revenue through commissions from the associated sellers and advertisements, as well as other related sources for the Company. However, at the end of March 31, 2015, the Management concluded that this was not a commercially viable business and decided to expense all the costs related to this project. During the fiscal year 2016, the Company also wrote off small investments it had in a couple of emerging technology companies in Spain due to unavailability of adequate information from these entities to support any valuation of these investments.
On November 21, 2016, The Company signed a consulting agreement with an independent Spanish Corporation, Lupama Producciones, S.L. (“Lupama”). Lupama’s key owner, Luis Pallares became the CEO of Plyzer Technologies (Canada) Inc.
Lupama is creating an artificial intelligence driven engine for price comparison for the Company, known as “Plyzer”. Further details on Plyzer can be found under “Business Plan and Strategy” section of this report.
The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes of the Company for the three months ended June 30, 2018 and the audited financial statements and notes for the year ended March 31, 2018.
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.
6
Beta testing carried out to date achieved the following:
o
Spain
§
275 Pharmacies reached in Spain
§
23,858 products reached in Spain
§
1,217,551 prices crawled
§
32% average save
o
Canada
§
41 Stores reached in Canada
§
21,971 products reached in Canada
§
345,715 prices crawled
§
15% average save
The Company has however, not yet generated or realized any revenues from business operations.
Results of operations
The Company did not have any operating income since its inception on February 23, 2005 through June 30, 2018. For the three months ended June 30, 2018, the Company recognized a net loss of $386,674 compared to net loss of $135,695 for the three months ended June 30, 2017.
Overall operating expenses increased significantly during the 2018 fiscal quarter compared to 2017 fiscal quarter mainly due to development activities associated with Plyzer. The development cost alone was $283,458 during the three months to June 30, 2018 compared to $51,001 during the three months to June 30, 2017.
Revenues
There was no revenue for the three months ended June 30, 2018, and 2017 respectively.
Professional Fees
Professional fees for the three months ended June 30, 2018 were $ 29,300 compared to $13,500 for the three months ended June 30, 2017.
Fees for the three months ended June 30, 2018 included legal fee of $24,150 and audit and review fee of $5,150. Increase in legal fee was mainly due to increasing number of convertible loan notes issued, each of which involved due diligence and legal paperwork. There were four new notes issued for a total of approximately $218,000 during this period.
Fees for the three months to June 30, 2017 comprise audit and review fee of $2,200 and legal fee of $11,300. Legal fee mainly related to negotiation and issuance of three convertible unsecured loans totalling to $121,000.
Consulting fees
Consulting fee included fee of $9,000 charged by the CEO and Balance $14, 726 charged by others for accounting, administrative and financial services.
Consulting fees for the three months ended June 30, 2017 included fee of $6,250 charged by the CEO.
General and administrative expenses
Significant items included in the general and administrative costs for the three months ended June 30, 2018 included rent of $8,545 for three months for the Toronto office and transfer agent fees of $1,360. The transfer agent fees were lower this quarter compared to the fiscal 2018 quarter due to absence of any conversion of the convertible loans.
7
General and administrative costs for the three months ended June 30, 2017 included rent and utilities of Toronto office for $3,952 and transfer agent fee of $2,825. The increased fee was mainly due to CUSIP change following a name change and processing fees related to convertible loans charged by the transfer agent.
Travel, meals and promotion
There were no travel, meals and promotion costs during the three months ended June 30, 2018.
During the three months ended June 30, 2017, the Company incurred $23,619, charged by the CEO and mainly involved travelling in Europe and North America in connection with the fund raising and monitoring the progress of the development work.
Interest Expense
Interest expense during the three months ended June 30, 2018 related to approximately 17 convertible unsecured loans, including two loans prepaid during the period and three new loan notes issued. Interest ranged from 5% to 12% per annum.
Interest expense during the three months to June 30, 2017 related to three convertible unsecured loans issued during the quarter. Interest of $1,354 accrued for the period on these loans. Interest rates ranged from 8% to 12% per annum. Also included was amortization of debt discount of $12,907 relating to three convertible notes issued during the period.
Financial Condition, Liquidity and Capital Resources
For the three months ended June 30, 2018, the Company generated a negative cash flow from operations of $349,261 (three months to June 30, 2017: negative cash flow of $154,956) , which was primarily met from existing cash, proceeds from the convertible loans and advances from the director and shareholder. As of June 30, 2018, the Company had cash of $39,165 (as at March 31, 2018: $261,575).
In absence of any potential revenue in the near future, the Company will continue to be dependent upon financing raised through equity and debts and advances from its director and shareholders.
Our present material commitments continue to be the development and commercial launch costs of Plyzer and professional and administrative fees and expenses associated with the preparation of our filings 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
There was no new investment during the three months ended June 30, 2018.
During the three months ended June 30, 2017, the Company spent $4,195 on furniture and equipment for the Toronto office of Plyzer Technologies (Canada) Inc.
Financing activities
The Company raised net $125,269 through shareholder advances and debt financing during the three months ended June 30, 2018 ($198,655 for the three months ended June 30, 2017). Details of the financing are provided in notes 5 and 9 of the unaudited consolidated financials for the period.
8
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 $ 5.5 million. The Company realized a net loss from operations of $386,674 and $108,974, respectively, for the three months ended June 30, 2018 and 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company continued to secure additional convertible loans and equity financing and has raised approximately $141,000 in July 2018. However, there is no guarantee that efforts to raise further financing will success or result in the availability of the required funding. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Off-balance sheet arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.
Item 4 - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management which currently basically comprises our Chief Executive and Financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the chief executive and financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive and financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our chief executive and financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, management’s evaluation of controls and procedures can only provide reasonable assurance that all control issues and instances of fraud, if any, within Plyzer group companies have been detected.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting during the three months ended June 30, 2018.
Our CEO is the only executive acting as CEO, CFO and corporate secretary and is the sole director. The Company does not consider hiring any other administrative staff at this stage cost effective.
9
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None.
Item 1A - Risk Factors
As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 1A.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 - Defaults upon Senior Securities
None
Item 4 - Mine Safety Disclosures
None
Item 5 - Other Information
None
Item 6 - Exhibits
(a) The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:
| Exhibit |
|
| Number | Descriptions |
| *Certification 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 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 |
------------
*
Filed herewith.
(b) The following sets forth the Company's reports on Form 8-K that have been filed during the quarter for which this report is filed:
None.
10
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Plyzer Technologies Inc.
By: /s/ Terence Robinson
Terence Robinson
Chief Executive and Financial Officer,
President and Chairman of the Board*
Date: August 21, 2018
* Terence Robinson has signed both on behalf of the registrant as a duly authorized officer and as the Registrant's principal accounting officer.
11