Plyzer Technologies Inc. - Annual Report: 2019 (Form 10-K)

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 four 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, Plyzer BlockChain Technologies Inc., incorporated in Ontario, Canada on November 3, 2017 and Plyzer Technologies Spain s.l. incorporated on April 12, 2019.

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 a lease on January 1, 2019 for premises at 67 Portland St., Toronto, Ontario M5V 2M9, Canada which will expire on December 30, 2019.

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. and Plyzer Corporation.

1

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.

Employees

As of March 31, 2019, the Company employed no full-time and no-part time employees. However, Plyzer Spain s.l., incorporated in April 2019, now has 35 full time employees including 9 freelancers working full time for Plyzer Spain. Further hiring plans 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 was outsourced to Lupama and other independent consultants until incorporation of Plyzer Spain s.l. However, currently, we have most of the development and commercialization work carried out in-house.

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.

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.

None

The Company has no formal long-term 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. leased office space at 67 Portland St., Toronto, ON M5V 2M9. The lease terms are on a year to year basis and will expire on December 31, 2019. The office is primarily used for corporate work.

None.

None.

2

(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. Effective October 1, 2018, the Company’s stock began trading on OTCQB.

Information provided below represents the two years ended March 31, 2019:

The above information was taken from information on Yahoo Finance historical data.

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, 2019, there were approximately one hundred fifteen (115) 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.

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.

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.

3

Business Plan and Strategy

Plyzer Technologies Inc. is a provider of custom, real-time, cloud-based business intelligence solutions for brands to analyze critical online price and market data. Plyzer’s highly customizable dashboard enables country, regional and local sales, production and logistics operations to adapt to prevailing market conditions quickly. The Company’s technology is also being used to provide real-time price comparison reporting to the consumer market. These solutions are both driven by Plyzer’s proprietary artificial intelligence and machine learning technologies.

The Company’s business plan focuses on three main projects:

Plyzer.com

A comparison engine for prices of over the counter medical products currently available in Spain and Canada. Users can search for the stores selling the products of their choosing focusing on the lowest prices but also by proximity. The prices of the products vary and are compared across more than 400 stores.

Plyzer Intelligence

A tool built on artificial intelligence through internally developed algorithms, machine learning, geo-localization and product matching. It allows companies to apply business intelligence to their decisions through the simplification of big data. Brands and retailers can learn more about how their products, as well as their competitors’ products, are performing online.

CA.NNABIS

Cannabis products can vary in prices across the internet at sometimes reaching over 70% in price difference. The goal of Ca.nnabis is to help end users achieve maximum savings with every purchase by showing the end user all the different websites that sell a specific product or group of products, discovering stores by proximity is also possible.

FOR THE YEAR ENDED MARCH 31, 2019 AND 2018

Results of operations

The Company has not had any operating income since inception. For the fiscal year 2019, the Company recognized net loss from operations of approximately $23 million compared to approximately $1 million for the fiscal year 2018.

Major costs during the fiscal year 2019 related to 34 million fully vested warrants issued to Lupama, valued at approximately $20.5 million and recorded as development costs. There were no warrants issued in fiscal 2018. An additional $2.2 million in development costs were expensed in fiscal 2019 compared to approximately $0.7 million in fiscal 2018. Remaining costs for the fiscal 2019 were approximately $0.4 million compared to approximately $0.3 million in fiscal 2018, the main increase related to legal costs was associated with larger number of convertible loan notes issued in fiscal 2019 compared to the fiscal 2018.

Revenues

There was no revenue for the twelve months ended March 31, 2019 or 2018.

Development costs

Development costs for the fiscal year 2019 were approximately $22.7 million, of which approximately $20.5 million was related to 34 million fully vested warrants issued to Lupama as discussed above and an additional $2.1 million was charged by Lupama. Development activities increased significantly involving three projects as explained under Business plan and strategy section. These projects were beta-tested and are now ready for commercialization.

4

Summary of key tasks performed during the fiscal year 2019 is as follows:

CORE Development Core

·CrawlingBundle 

·Move ScrapingHubController to CrawlingBundle 

·Find competitors in sources 

·Beginning New Price Core System 

·API endpoints filtered by locations 

·Google Merchant Processor 

·[Missing Items] Datasource Column 

·[Stats Evolution] % Matched chart 

·Fast matching for rolematching 

·[Fast Match] Implement NS/NC 

·Improved robots.txt 

·Added sitemap to robots 

·Added location filter to marketplaces endpoint 

·Added manufacturer field to brands 

·Limited number of prices showed in website product profile 

·Quarantine Crawling Items 

·Adapt CSS to create css themes 

·Added processed and extracted dates 

·Cannabis translations 

·Testing ProductPriceOverviewService 

·Added Affiliation URL to Crawling Items 

·Added Social Media accounts for Cannabis 

·Sources / Fresh Sources / Fresh Matched Sources Chart 

·Cannabis Apache Confs 

·Run date field activated 

·Look and Feel Ca.nnabis.com 

·Clean Source Entity 

·Cannabis Age verification 

·Ca.nnabis live! 

·ProductPricesOverview improved 

·Ca.nnabis FAQS replaced 

·Databases preformance improved 

·Gobalstats endpoint per week 

Product matching API

·Dockerization of the project for fast and easy deployment. 

·Creation of a new endpoint for creating new brands with their related products. 

·Code refactor. 

Product matching

·Created an stacking model that improve 1% the final accuracy by means of combining all the models (textual and visual). 

·Created XGBOOST model for Spanish language. 

·Preprocessing that stores ASIFT keypoints and detect top colours from images. 

·Include in the product matching pipeline the comparison of top colors from images, and the comparison of the ASIFT keypoints. 

·Ensemble the old models with the new ones. 

·Added the ability to detect 3D objects like Coca Cola cans 

5

Image Collection App

·Login with the same credentials as the Plyzer Game 

·Search for products from all Databases 

·Capture all information for the scanned product (Barcode, name, images, and locations) 

·Upload photos to Amazon AWS S3 bucket file store. 

·Save all the information to the Datasets Ai game database 

Cannabis App / Plyzer App

·Modified to be able to be used for multiple apps: each with its own unique look and features 

·Added age Verification 

·Showing only best and worst prices in the product view 

·Translated into 3 languages 

·Animations for Barcode scanning 

·Released the cannabis app to the Canadian and US app stores. 

Development costs during the fiscal year 2018 was approximately $0.7 million of which approximately $0.6 million was charged by Lupama. Development was during the fiscal 2018 was primarily focused on Plyzer.com project.

Professional Fees

Professional fees comprise audit and review costs and processing and due diligence costs associated with convertible loan notes.

For the fiscal year 2019, professional fees were $242,960, of which audit and review costs were $23,200 and legal and compliance costs were $219,760.

Professional fees for the fiscal year 2018 totalling $112,820 are comprised of audit and review fees of $7,400 charged by the independent accountant and legal fees of $105,420.

Quarterly review costs for the fiscal year 2019 were $1,750 compared to $1,100 during the fiscal year 2018. Annual audit costs increased from $6,200 for the fiscal year 2018 to $15,000 for the fiscal year 2019. Increased volume and complexities of convertible loan notes resulted in increased review and audit fee.

There were 32 new convertible loan notes issued for a total value of approximately $2 million during the fiscal year 2019 compared to 18 notes for a total value of approximately $0.8 million during the fiscal year 2018. This resulted in increased processing and due diligence costs from $105,420 in the fiscal year 2018 to $219,760 in the fiscal year 2019.

Consulting Fees

Consulting fee for the fiscal year 2019 included fee of $36,000 charged by the CEO and $73,913 charged by third party consultants.

Consulting fees for the fiscal year 2018 included fees of $36,000 charged by the CEO and $24,000 charged by third party consultants.

The increase over fiscal year 2018 is mainly due to fee of approximately $49,000 charged by a Canadian consultant appointed during the fiscal year 2019.

General and Administrative Expenses

General and administrative costs for the fiscal year 2019 included rent for the Toronto office of $33,336, a donation of $13,000 and transfer agent fees of $14,180.

6

General and administrative expenses for fiscal year 2019 increased by approximately $36,000 or 76% from fiscal year 2018 expenses. Increase in expenses was mainly attributed to donation (which was a new cost item in the fiscal year 2019), rent increase from $25,000 to $33,000 and transfer agent fees increase from $7,700 to $14,100 mainly due to increase in loans conversions, warrant issuance and related treasury activities.

General and administrative costs for the fiscal year 2018 included rent and utilities of the Toronto office of approximately $25,000, and transfer agent fees and regulatory fees of $7,745 and $3,765 respectively.

Travel, meals and promotion

Travel, meals and promotion costs were incurred mainly by the CEO in travels between Europe and North America in connection with fund raising and promotional activities.

There were no significant changes in the costs from the fiscal year 2018 to fiscal year 2019.

Interest Expense

Interest and amortization costs increased significantly during the fiscal year 2019 to $1,577,434 from $360,557 due mainly to increased level of loan notes issued. 32 new notes were issued during the year for a total amount of $2 million compared to 18 notes for a total amount of $0.8 million during the fiscal year 2018. Interest costs included debt discount of $1,555,644.

Interest costs related to 18 convertible loans raised during the fiscal year 2018 and included debt discount of $334,915.

Gain on cancellation of debts

Gain on cancellation of debts relate to two debts which were considered no longer payable as follows:

a.$46,000 related to fees charged by a consultant during the fiscal year 2017 and 2018. This fee is no longer payable and is reversed. 

b.$22,761 (€19,879) was charged by a Spanish lawyer in 2014. This amount was disputed by the Company. The Company received no further reminders from the said lawyer for last three years and as a result, it was considered no longer payable and written off to income. 

Financial Condition, Liquidity and Capital Resources

For the fiscal year 2019, the Company generated a negative cashflow of approximately $2 million which was primarily from proceeds from shares issued and convertible loans.

For the fiscal year 2018, the Company generated a negative cash flow from operations of $913,924, which was met primarily from proceeds from shares issued 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 completion and commercialization of the three projects, maintenance of Toronto and Spanish offices, and staff 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 have scale down its activities until it can raise additional funding or generate revenue from its existing technologies.

7

Investing activities

There were no investing activities during the fiscal year 2019.

During the fiscal year 2018, the Company spent $7,843 on furniture and equipment for the Toronto office of Plyzer Technologies (Canada) Inc.

Financing activities

The Company raised approximately $2 million through debt financing and $345,000 through equity financing during the fiscal year 2019. The shareholder and director advanced approximately $70,000 and settled in cash convertible loans of $519,436 during the fiscal year 2019. Details of the financing are provided in Notes 5,7 and 9 of the audited consolidated financials for the year ended March 31, 2019.

The Company raised total of $1.2 million through equity financing, shareholder advances and debt financing during the fiscal year 2018.

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 $30.7 million as at March 31, 2019 ($5.1 million as at March 31, 2018). The Company realized a net loss of approximately $25.6 million and $1.8 million, respectively, for the years ended March 31, 2019 and 2018. 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 $1.2 million since April 1, 2019 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 successfully commercialize its three products, 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. Transaction gains and losses are recorded in the earnings in the period of settlement.

Commitments

The Company has no long-term commitments.

8

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.

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.

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

9

Plyzer Technologies Inc.

Consolidated Financial Statements for the Years Ended March 31, 2019 and 2018

F-1

To the Board of Directors and Stockholders

Plyzer Technologies Inc.

Ontario, Canada

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Plyzer Technologies Inc. (the “Company”) as of March 31, 2019 and 2018, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2019 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred losses since inception, has accumulated a significant deficit, has negative cash flows from operations, and currently has no revenues. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2016.

Pinnacle Accountancy Group of Utah

Farmington, Utah

August 2, 2019

F-2

Plyzer Technologies Inc.

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

F-3

Plyzer Technologies Inc.

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

F-4

Plyzer Technologies Inc.

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

F-5

Plyzer Technologies Inc.

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

F-6

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

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 a provider of custom, real-time, cloud-based business intelligence solutions for brands to analyze critical online price and market data.

(B)  Basis of Presentation

The audited consolidated financial statements for the year ended March 31, 2019 include the accounts of Plyzer Technologies Inc. and the following wholly owned subsidiaries and are presented in accordance with accounting principles generally accepted in the United States (“GAAP”), 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. This 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 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 charges from third party contractors involved in the research and development of new and existing products and services, development, design, and maintenance of our websites, curation and display of services made available on our websites, and infrastructure costs. Infrastructure costs include servers, networking equipment, rent, utilities, and other expenses necessary to support wideband system. 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.

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.

F-7

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

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

(D)  Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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 2019, the average exchange rate for the year was CDN$1= US$0.76 (for the fiscal year 2018: CDN$1=US$0.78) and exchange rate as at March 31, 2019 was CDN$1 = US$0.75 (March 31, 2018 was CDN$1 = US$0.78). Transaction gains and losses are recorded in the earnings in the period of settlement.

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, 2019 excludes potentially dilutive securities of 19,762,867 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.

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, 2019, and 2018, 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-8

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

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

(D)  Significant Accounting Policies (continued)

Convertible Debts and Derivative Liability

Convertible loan notes issued by the Company have embedded conversion features 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 net of amortized debt 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 820, “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.

F-9

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

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

(D)  Significant Accounting Policies (continued)

Fair Value of Financial Instruments (continued)

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three-level hierarchy for fair value measurements is defined as follows:

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

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

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

The following table provides a summary of the fair value of our derivative liabilities as of March 31, 2019 and March 31, 2018:

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 management believes that the beta testing has been successfully completed for the Company’s three projects namely, Plyzer.com, Plyzer Intelligence and CA.NNABIS. These projects are expected to begin generating revenues during the forthcoming fiscal year. However, revenue that may be expected in the next twelve months may not be sufficient to cover its development and 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.

F-10

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 2 - GOING CONCERN (CONTINUED)

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 March 31, 2019, the Company has an accumulated deficit amount of approximately $31 million.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

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 April 1, 2020. Early adoption is permitted for periods beginning on or after April 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. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

F-11

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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 June 2018, the FASB issued authoritative guidance regarding Compensation - Stock Compensation, which expands the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The standard will be effective for the Company for its fiscal year beginning April 1, 2019, including interim periods within that fiscal year, with early adoption permitted. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.

In August 2018, the FASB issued authoritative guidance regarding Fair Value Measurement: Disclosure Framework, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The standard will be effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.

In August 2018, the FASB issued authoritative guidance regarding Intangibles - Goodwill and Other - Internal-Use Software, which aligns the requirements for a customer to capitalize implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard will be effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted. The Company is currently evaluating the guidance and assessing its overall impact.

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

i.Deposits included rent deposit of $2,960 is for leasing of the Toronto office and deposit of $3,421(€3,000) held in Spain as required under the Spanish laws to incorporate a new subsidiary, Plyzer Technologies Spain s.l. The subsidiary was incorporated in April 2019. 

ii.Taxes receivable is harmonized sales tax paid in Canada for which a tax credit is receivable in cash. 

F-12

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 5 - CONVERTIBLE DEBTS

i.During the year ended March 31, 2019, the Company paid off eleven loans in cash for a total amount of $743,049 made up of: 

ii.During the year ended March 31, 2019, the Company entered into convertible notes agreements with independent lenders totaling to $2,040,600. The following is a summary of the main terms of these agreements: 

One loan with a balance of $8,750 was due on March 15, 2019 but remained unpaid on that date. The terms of the loan agreement provides that on default the loan is immediately payable at 150% of the outstanding amount.

F-13

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 6 - DERIVATIVE LIABILITIES

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, 2019 was calculated on the issue date and subsequently remeasured on March 31, 2019 using the Black-Scholes valuation technique, using the following assumptions:

NOTE 7 - COMMON STOCK

(i)COMMON STOCK ISSUED AND OUTSTANDING 

Fiscal year 2019

a.On August 10, 2018, Lupama exercised 29,843,335 warrants to convert into equal number of shares at an exercise price of $.0025 for a total of $74,608 ,On September 6, 2018, Lupama exercised an additional 156,665 warrants to convert into an equal number of shares at an exercise price of $.0025 for a total of $392, and on October 2, 2018, Lupama exercised 4 million warrants to convert into equal number of shares at an exercise price of $.0025 for a total of $10,000. Exercise of warrants was off set against amounts payable to Lupama in lieu of cash payment. 

b.On September 6, 2018, Lupama was issued 843,335 shares and on September 27, issued further 999,999 shares. These shares were valued at $0.45 per share, being the market price prevailing on the dates of their issues for a total of $829,500. 

c.During the year ended March 31, 2019 forty-three convertible notes plus accrued interest were converted into 4,404,350 shares for a total value of $838,697. 

d.During the year ended March 31, 2019, the Company raised $345,000 under a private placement, of which $270,000 were subscribed by four subscribers who were issued 900,000 shares at an average price of $0.30 per share while the balance $75,000 were subscribed by two other subscribers at an average price of $0.25 per share who were issued 300,000 shares after March 31, 2019 (See Note 7(ii)) 

F-14

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 7 - COMMON STOCK (CONTINUED)

Fiscal Year 2018

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 total value of $229,136.

At March 31, 2019 and March 31, 2018, the Company had 200,000,000 common shares of par value $0.001 common stock authorized.

(ii)COMMON STOCK SUBSCRIBED 

On December 1, 2018, the Company initiated a private placement of up to 6 million units at a price of $.30 per Unit. Each Unit consisted of one common share and one warrant convertible into one common share at a conversion price of $.50 per share. Unit price was subsequently revised to $0.25 per Unit.

900,000 shares were issued before March 31, 2019 against the subscriptions received of $270,000 from four subscribers (see Note 7(i).

Two other subscribers subscribed to 300,000 shares for a total subscription price of $75,000 at $0.25 per share. The shares were not issued until after March 31, 2019.

NOTE 8 - WARRANTS

In May 2017, the Company issued 5.9 million warrants in connection with a private placement. The relative fair value of the 5.9 million warrants issued was estimated at $145,782 using the Black-Scholes valuation technique.

The value of warrants has been included in the paid in capital. Warrants are convertible into equal number of shares and are exercisable at $0.20 per share. Warrants are valid for 2 years from the issued date subject to the closing price of the common shares of Plyzer Technologies on OTC Markets or any other stock exchange where such shares trade is equal to or exceeds $0.50 after six (6) months for twenty (20) consecutive trading days, then the expiry date for the $0.20 warrants shall automatically accelerate to the date which is 30 days following the date of a press release announcing the accelerated expiration date.

On August 1, 2018 and October 1, 2018, the Company issued 30 million warrants and 4 million warrants respectively, to Lupama for services provided in connection with the development of Plyzer projects. These warrants vested immediately on issuance and were valid for three years and convertible into equal number of common shares at an exercise price of $0.0025 per share. The fair value of the 34 million warrants issued was estimated at $20,485,440 using the Black-Scholes valuation technique. The value of warrants has been included in the paid in capital and charged to expenses as stock compensation. All warrants were exercised as explained in Note 7 (i) (a).

F-15

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 8 – WARRANTS (CONTINUED)

The following assumptions were used in the valuation of these warrants:

On January 15, 2019, the Company issued 900,000 warrants in connection with the private placement as explained in Note 7 (ii). The relative fair value of the 900,000 warrants issued was estimated at $171,000 using the Black-Scholes valuation technique. The value of warrants has been included in the paid in capital.

The following assumptions were used in the valuation of these warrants:

The warrant activity during the year ended March 31, 2019 and 2018 were as follows:

The aforementioned warrants have an average remaining contractual life of approximately 0.57 year as at March 31, 2019 (1.4 year as at March 31, 2018).

As explained in Note 7(ii), the Company received subscriptions for 300,000 Units under a private placement. 300,000 warrants relating to these subscriptions were issued in April 2019.

NOTE 9 - RELATED PARTY TRANSACTIONS

ADVANCES FROM DIRECTOR AND SHAREHOLDER

Funds were advanced from time to time by Mr. Terence Robinson, the CEO and the sole director and a shareholder, Current Capital Corp., which is wholly owned by a brother of the Company’s CEO.

F-16

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 9 - RELATED PARTY TRANSACTIONS (CONTINUED)

CONSULTING FEES

Consulting fee includes fee charged by the CEO of $36,000 for the fiscal year 2019. (Fiscal year 2018: $36,000).

DEVELOPMENT COSTS

Development costs include fees of $2,091,338 (Fiscal year 2018: $617,432) charged by Lupama, a company controlled by the CEO of one of the Company’s subsidiaries.

Lupama was issued 34 million warrants valued at $20,485,440 as explained in Note 8, which were fully exercised into equal number of restricted common shares and was also issued 1,843,334 restricted shares valued at $829,500 for services provided during the year ended March 31, 2019.

TRAVEL, MEALS AND PROMOTIONS

Travel and meals costs of $41,076 were charged by the CEO during the fiscal year 2019. (Fiscal year 2018: $43,716).

PAYABLES AND ACCRUALS

Includes $nil due to CEO as at March 31, 2019. (As at March 31, 2018: $55,807)

NOTE 10 - INCOME TAXES

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

For the years ended March 31, 2019, and 2018, respectively, the Company produced net operating losses before provision for income taxes of approximately $2.8 million and $980,000 respectively; accordingly, a provision for income taxes of $0 was recorded during the year ended March 31, 2019 and 2018.

The components of the Company’s deferred tax assets as of March 31, 2019 and 2018 are as follows:

F-17

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 10 - INCOME TAXES (CONTINUED)

The Company’s effective income tax rate of 0.0% differs from the statutory rate of 21% (Fiscal 2018:21%) for the reason set forth below for the years ended March 31:

As at the year-end the Company had an approximate net tax loss carried forward of $5.24 million (2018: $2.4 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. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”), which significantly changed U.S. tax law. The Act changed the rules on net operating loss carry forwards. The 20-year limitation was eliminated for losses incurred after January 1, 2018, giving the taxpayer the ability to carry forward losses indefinitely. However, net operating loss carry forwards arising after January 1, 2018 will now be limited to 80 percent of taxable income.

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, 2019 and 2018.

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 approximately $43,000 (2018: $8,000), which have been fully offset by valuation allowance of the same amount, as their realization is determined not likely to occur.

NOTE 11 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events for the period from March 31, 2019 through the date of these financial statements were issued, and has determined there have been no subsequent events for which disclosure is required, other than as disclosed below:

1.The Company raised $963,135 subsequent to the balance sheet date by way of convertible debt financing from ten independent entities. The convertible promissory notes carry interest of 8% and 12%, respectively and are repayable within nine months and one year respectively. The notes are convertible into common shares of the Company at a price based on the average quoted price discounted by 60% to 61%. It also raised $510,000 in equity financing through private placement at $0.20 to $0.25 per share. 

F-18

Plyzer Technologies Inc.

Years ended March 31, 2019 and 2018

Notes to Consolidated Financial Statements

NOTE 11 - SUBSEQUENT EVENTS (CONTINUED)

2.The Company issued total of 4,036,883 shares between April 1, 2019 and July 29, 2019 of which 1,496,883 shares were issued in settlement of convertible loan notes, 2,040,000 shares were issued in an equity financing through private placement and 500,000 shares were issued to a consultant for services provided. 

3.In April 2019, the Company incorporated a wholly owned subsidiary, Plyzer Technologies Spain s.l.. in Spain. Development consulting contract with Lupama was terminated and all development and commercialization work will be carried out in house at this subsidiary. 

4.In June 2019, the Company incorporated another wholly owned subsidiary, PlyzerCan Intelligence Ltd., in Ontario, Canada 

5.On July 7, 2019, the Company increased its authorized capital to 300 million common shares with $0.001 par value from 200 million common shares with $0.001 par value. 

F-19

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, 2019 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.

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.

10

Management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as of March 31, 2019. 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, 2019, 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.

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 2019.  The Company’s Plyzer project development work was carried out by Lupama in Spain but will now be managed in-house by our subsidiaries in Spain and Canada for which the Company will be recruiting certain staff including an accountant in Spain, 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.

None.

(a) Set forth below are the names, ages, positions, with the Company and business experiences of the executive officer and director of the Company.

Business Experience

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

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

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

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

11

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

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

Committees of the Board of Directors

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

Compensation of Directors

Our directors receive no cash compensation as directors. However, Mr. Robinson charged fees of $36,000 for the fiscal year 2019 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.

12

The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company's other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any  particular buy-out transaction involving shares held by members of Company management.

It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below.

Although management has no current plans to cause us to do so, it is possible that we may enter  into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals  thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.

Mr. Terence Robinson who acts as both the CEO and CFO charged $36,000 for the fiscal year 2019.

Lupama, controlled by Luis Pallares, who is chief executive officer of all our subsidiaries, charged approximately $2 million for providing development services during the fiscal year 2019. Lupama was also issued 34 million warrants valued at $20,485,440, which were fully exercised into equal number of restricted common shares and was also issued 1,843,334 restricted shares valued at $829,500 for services provided during the fiscal year 2019.

Compensation of Directors

Directors received no compensation to act as directors during the fiscal years 2019 and 2018.

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, 2019, 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.

13

The following table sets forth, as of March 31, 2019, information with respect to the beneficial ownership of our common stock by (i) persons known by us to beneficially own more than five percent of the outstanding shares, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group.

(1)Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number 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, 2019. As of March 31, 2019, there were 84,330, 955 shares of our common stock issued and outstanding. 

Securities Authorized for Issuance under Equity Compensation Plans

We currently do not have any equity compensation plans.

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. 

14

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.

The aggregate fees billed for the fiscal years ended March 31, 2019 and 2018 for professional services rendered by the principal accountant for the audit of the Corporation's financial statements in our Annual Reports on Form 10-K and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

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

In discharging its oversight responsibility as to the audit process, the Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence.

(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, 2019 and 2018 

·Statements of Consolidated Operations and Comprehensive Loss for the years ended March 31, 2019 and 2018 

·Statements of Consolidated Stockholders’ Equity (Deficit) for the years ended March 31, 2019 and 2018 

·Statements of Consolidated Cash Flows for the years ended March 31, 2019 and 2018 

·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. 

15

(a)The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein, as follows: 

*  Filed herewith.

16

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

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

17