Zhanling International Ltd - Quarter Report: 2013 April (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2013
OR
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 000-54301
ODENZA CORP.
(Exact name of registrant as specified in its charter)
Nevada |
| None |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
No. 45, 47 & 49, Jalan USJ 21/11,
47630 UEP Subang Jaya,
Selangor Darul Ehsan, Malaysia
(Address of principal executive offices, zip code)
(603)-8023 6868, (603)-8023 3993
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
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 S-T (§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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes X . No .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . No .
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 12, 2013, there were 3,660,000 shares of common stock, $0.001 par value per share, outstanding.
ODENZA CORP.
(An Exploration Stage Company)
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED APRIL 30, 2013
INDEX
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Odenza Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. 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. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ODENZA CORP.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
APRIL 30, 2013
4
ODENZA CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
|
| April 30, |
| January 31, |
|
| 2013 |
| 2013 |
|
| (Unaudited) |
| (Audited) |
|
| - $ - |
| - $ - |
|
|
|
|
|
ASSETS |
|
|
|
|
Total assets |
| - |
| - |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current |
|
|
|
|
Accounts payable and accrued liabilities |
| 6,888 |
| 10,003 |
Other payables |
| - |
| 63,516 |
Due to related party |
| 71,366 |
| - |
Total liabilities |
| 78,254 |
| 73,519 |
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
Authorized: 75,000,000 common shares With a par value of $0.001 |
|
|
|
|
|
|
|
| |
|
|
|
| |
Issued and Outstanding: 3,660,000 common shares |
|
|
|
|
| 3,660 |
| 3,660 | |
Additional paid in capital |
| 27,840 |
| 27,840 |
Deficit accumulated during the exploration stage |
| (109,754) |
| (105,019) |
Total stockholders' equity (deficit) |
| (78,254) |
| (73,519) |
Total liabilities and stockholders' equity (deficit) |
| - |
| - |
– See Accompanying Notes –
5
ODENZA CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
|
| Three months |
| Three months |
| Period from July 16, 2009 |
|
| ended |
| ended |
| (Inception) to |
|
| April 30, 2013 |
| April 30, 2012 |
| April 30, 2013 |
|
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
|
| - $ - |
| - $ - |
| - $ - |
Office and general |
| 2,635 |
| 8,319 |
| 26,101 |
Professional fees |
| 2,100 |
| 29,143 |
| 79,063 |
Mining costs |
| - |
| - |
| 4,590 |
Net loss |
| 4,735 |
| 37,462 |
| 109,754 |
|
|
|
|
|
|
|
Basic and diluted loss per share |
| (0.01) |
| (0.01) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
| 3,660,000 |
| 3,660,000 |
|
|
– See Accompanying Notes –
6
ODENZA CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Three months |
| Three months |
| July 16, 2009 |
|
| ended |
| ended |
| (Inception) to |
|
| April 30, 2013 |
| April 30, 2012 |
| April 30, 2013 |
|
| (Unaudited) |
| (Unaudited) |
| (Unaudited) |
|
| - $ - |
| - $ - |
| - $ - |
Cash Flows From Operating Activities |
|
|
|
|
|
|
Net loss |
| (4,735) |
| (13,262) |
| (109,754) |
Net change in non-cash working capital balances: |
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| (3,115) |
| (2,923) |
| 6,888 |
Other payables |
| 7,850 |
| - |
| - |
Net cash used in operations |
| - |
| (16,185) |
| (102,866) |
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
Due to related party |
| - |
| 6,171 |
| 71,366 |
Capital stock issued |
| - |
| - |
| 31,500 |
Net cash provided by financing activities |
| - |
| 6,171 |
| 102,866 |
|
|
|
|
|
|
|
Increase (Decrease) In Cash |
| - |
| (10,014) |
| - |
|
|
|
|
|
|
|
Cash, beginning |
| - |
| 12,981 |
| - |
Cash, ending |
| - |
| 2,967 |
| - |
|
|
|
|
|
|
|
Supplementary Cash Flow Information |
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
Interest |
| - |
| - |
| - |
Income taxes |
| - |
| - |
| - |
- See Accompanying Notes -
7
ODENZA CORP.
(An Exploration Stage Company)
NOTE TO THE FINANCIAL STATEMENTS
APRIL 30, 2013
(Unaudited)
1.
BASIS OF PRESENTATION
Unaudited Interim Financial Statements
These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended January 31, 2013, included in the Company’s Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the three months ended April 30, 2013 are not necessarily indicative of the results that may be expected for the year ending January 31, 2014.
Going Concern
These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $109,754 at April 30, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.
Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand.
Recent Accounting Pronouncements
Recent pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
Subsequent Event
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.
8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i) the financial statements of Odenza Corp., a Nevada corporation and exploration stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the January 31, 2013 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended January 31, 2013 (File No. 000-54301), as filed with the SEC on April 26, 2013. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
OVERVIEW
Odenza Corp. (the “Company” or “we”) was incorporated in the State of Nevada on July 16, 2009 and has a fiscal year end of January 31. It is an exploration-stage Company.
Going Concern
To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the Plan of Operation described in this Form 10-Q and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
Our activities have been financed primarily from the proceeds of share subscriptions. From our inception to April 30, 2013, we raised a total of $31,500 from private offerings of our common stock.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:
Basis of Presentation
The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.
Cash and Cash Equivalent
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.
9
Basic and Diluted Net Loss Per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.
Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
PLAN OF OPERATION
We are an exploration stage company engaged in the business of acquiring mineral exploration rights throughout Asia, exploring for commercially producible quantities of minerals, and exploiting any mineral deposits we discover that demonstrate economic feasibility. Since we are an exploration stage company, there is no assurance that commercially exploitable reserves of valuable minerals exist on any property that we now own or may own in the future. We will need to do further exploration before a final evaluation of the economic and legal feasibility of our future exploration is determined.
We are presently seeking to acquire mineral exploration rights. Such rights will likely be in the form of an option on patented or unpatented mineral claims prospective for precious metals or ore minerals in Asia. Upon acquiring such mineral exploration rights, we will require financing to explore the underlying claims to determine if they contain commercially producible quantities of precious metals or ore minerals. We will be unable to estimate the cost of such exploration until we know the size and location of the property underlying our mineral rights. We expect that such exploration costs will typically consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. There is no assurance that we will be able to locate a suitable exploration property, or that if we do, it will contain commercially producible quantities of minerals.
If we discover significant quantities of precious metals or mineral ores on any property underlying our mineral rights, we will begin technical and economic feasibility studies to determine if we have reserves. We will not be able to estimate the cost of such feasibility studies until we know the size and location of the property. We will only consider developing a property if we have proven reserves of precious metals or mineral ores that can be profitably extracted.
Any work that would be conducted on a property would be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The professional engineers and geologists we engage will evaluate the information derived from the exploration and excavation, and will advise us on the economic feasibility of removing the mineralized material.
Results of Operations
Three -Month Periods Ended April 30, 2013 and 2012
We recorded no revenues for the three months ended April 30, 2013 and 2012. From the period of July 16, 2009 (inception) to April 30, 2013, we recorded no revenues.
For the three months ending April 30, 2013, office and general expenses were $2,635, and professional fees were $2,100. For the three months ending April 30, 2012, office and general expenses were $9,262, and professional fees were $4,000.
From the period of July 16, 2009 (inception) to April 30, 2013, we incurred operating expenses of $109,754.
10
Liquidity and Capital Resources
At April 30, 2013, we had no cash balance. We do not have sufficient cash on hand to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.
Subsequent Events
None through date of this filing.
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 called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of April 30, 2013.
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for 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.
12
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number |
| Description |
3.1 |
| Articles of Incorporation* |
|
|
|
3.2 |
| Bylaws* |
|
|
|
31.1 |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1 |
| Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
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101.INS ** |
| XBRL Instance Document |
|
|
|
101.SCH ** |
| XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL ** |
| XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF ** |
| XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB ** |
| XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE ** |
| XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-166076), as filed with the Securities and Exchange Commission on April 15, 2010.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements 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.
| ODENZA CORP. | ||
| (Name of Registrant) | ||
|
| ||
Date: June 12, 2013 | By: | /s/ TAN SRI BARRY GOH MING CHOON |
|
| Name: | TAN SRI BARRY GOH MING CHOON | |
| Title: | Chief Executive Officer, President and Chairman | |
13