Plyzer Technologies Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION - Plyzer Technologies Inc.	f10q1209ex31i_zandaria.htm
EX-32.1 - CERTIFICATION - Plyzer Technologies Inc.	f10q1209ex32i_zandaria.htm
EX-32.2 - CERTIFICATION - Plyzer Technologies Inc.	f10q1209ex32ii_zandaria.htm
EX-31.2 - CERTIFICATION - Plyzer Technologies Inc.	f10q1209ex31ii_zandaria.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-Q

(Mark one)

x Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended December 31, 2009

o Transition Report Under Section 13 or 15(d) of The Securities Exchange Act

of 1934

For the transition period from ______________ to _____________

Commission file number 333-127389

ZANDARIA VENTURES, INC.

(Exact name of registrant as specified in its charter)

Nevada		Applied for
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

2101 Vista Parkway, Suite 292

West Palm Beach FL33411

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (561) 228-6148

N/A

(Former name or former address, if changes 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 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 Noo

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of January 29, 2010, there were approximately 7,755,000 shares of the Issuer's common stock, par value $0.001 per share outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors including the risk factors set forth in our Form 10-KSB. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

INDEX

PART I. - FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2

Management's Discussion and Analysis or Plan of Operations

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4T.

Controls and Procedures

PART II. - OTHER INFORMATION

Item 1

Legal Proceedings

Item 1A.

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Submission of Matters to a Vote of Security Holders

Item 5

Other Information

Item 6

Exhibits

SIGNATURES

EXHIBITS

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Balance Sheet	F-2

Statements of Operations	F-3

Statements of Stockholders’ Equity	F-4

Statements of Cash Flows	F-5

Notes to Financial Statement	F-6

F-1

Zandaria Ventures, Inc.

(an exploration stage enterprise)

Balance Sheet

	December 31, 2009			March 31, 2009
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	15,603		$	3,035
Prepaid expenses		1,250			0

Total current assets		16,853			3,035

OTHER ASSETS
Other assets		0			0

Total other assets		0			0

Total Assets	$	16,853		$	3,035

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	15,292		$	15,517
Notes payable		39,774			36,857

Total current liabilities		55,066			52,374

LONG-TERM LIABILITIES

Long-term note payable		67,794			30,000

Total long-term liabilities		67,794			30,000

Total Liabilities		122,860			82,374

Derivative liability arising from note conversion rights		2,625			2,625

STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, authorized 75,000,000 shares; 7,755,000 issued and outstanding		7,755			7,755
Additional paid-in capital		12,845			12,845
Accumulated other comprehensive income		(250	)		(250	)
Deficit accumulated during the pre-exploration stage		(128,982	)		(102,044	)

Total stockholders’ equity		(108,632	)		(81,694	)

Total Liabilities and Stockholders’ Equity	$	16,853		$	3,305

The accompanying notes are an integral part of the financial statements

F-2

Zandaria Ventures, Inc.

(an exploration stage enterprise)

Statements of Operations

Three and Nine Months ended December 31,

(Unaudited)

	Three Months						Nine Months						Period from February 23, 2005 (Inception) through December 31, 2009
	2009			2008			2009			2008


REVENUES	$	0		$	0		$	0		$	0		$	0

OPERATING EXPENSES
General and administrative		2,496			1,260			7,085			3,633			28,338
Geological, mineral, prospecting costs		0			0			0			0			9,740
Professional fees		3,362			3,462			21,087			23,204			91,888

Total expenses		5,858			4,722			28,172			26,837			129,966

Other comprehensive income from abandonment of conversion rights		0			0			0			0			250


Net loss	$	(5,858	)	$	(4,722	)	$	(28,172	)	$	(26,837	)	$	(130,216	)

Basic net loss per weighted average share	$	0.00		$	0.00		$	0.00		$	0.00

Weighted average number of shares		7,755,000			7,755,000			7,755,000			7,754,781

The accompanying notes are an integral part of the financial statements

F-3

Zandaria Ventures, Inc.

(an exploration stage enterprise)

Statement of Stockholders’ Equity (Deficit)

(Unaudited)

	Number of Shares		Common Stock		Additional Paid-in Capital		Deficit Accumulated During the Pre-exploration Stage			Accumulated Other Comprehensive Income			Total Stockholders’ Equity

BEGINNING BALANCE, February 23, 2005		0	$	0	$	0	$	0		$	0		$	0

Shares issued at $0.001		2,500,000		2,500		0		0			0			2,500
Shares issued at $0.003		700,000		700		1,400		0			0			2,100
Shares issued at $0.0025		4,000,000		4,000		6,000		0			0			10,000
Shares issued at $0.01		550,000		550		4,950		0			0			5,500
Net loss		0		0		0		(820	)		0			(820	)

BALANCE, March 31, 2005		7,750,000		7,750		12,350		(820	)		0			19,280
Net loss		0		0		0		(25,102	)		0			(25,102	)

BALANCE, March 31, 2006		7,750,000		7,750		12,350		(25,922	)		0			(5,822	)
Shares issued for services		2,500		3		247		0			0			250
Net loss		0		0		0		(21,355	)		0			(21,355	)

BALANCE, March 31, 2007		7,750,000		7,750		12,597		(47,257	)		0			(26,907	)
Shares issued for services		2,500		2		248		0			0			250
Net comprehensive loss		0		0		0		0			(250	)		(250	)
Net loss		0		0		0		(22,344	)		0			(22,344	)

BALANCE, March 31, 2008		7,752,500		7,752		12,845		(69,601	)		(250)			(49,251	)
Net loss		0		0		0		(32,443	)		0			(32,443	)
BALANCE, March 31, 2009		7,752,500		7,752		12,845		(102,044	)		(250	)		(81,694	)
Imputed interest on loans		0		0		0		1,234			0			1,234
Net loss		0		0		0		(28,172	)		0			(28,172	)
BALANCE, December 31, 2009 (unaudited)		7,752,500	$	7,752	$	12,845	$	(128,982	)	$	(250	)	$	(108,632	)

The accompanying notes are an integral part of the financial statements

F-4

Zandaria Ventures, Inc.

(an exploration stage enterprise)

Statements of Cash Flows

Nine Months ended December 31,

(Unaudited)

	2009	2008	Cumulative from February 23, 2005 (inception) to December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(28,172)	$(26,837)	$(130,216)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock issued for services	0	0	500
Amortization of prepaid interest	0	1,091	6,549
Amortization of note payable discount	1,720	0	2,895
Changes in operating assets and liabilities
Increase (decrease) in accounts payable - trade	0	(550)	12,600
Increase (decrease) in prepaid expenses	(1,250)	0	(1,250)

Net cash provided (used) by operating activities	(27,702)	(26,296)	(108,922)

CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit on options	0	0	0

Net cash provided (used) by investing activities	0	0	0

CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash	0	0	20,100
Proceeds from stockholder loan payable	40,000	30,000	109,425
Payments on notes payable	0	0	(5,000)

Net cash provided by financing activities	40,000	30,000	124,525

Net increase (decrease) in cash	12,298	3,704	15,603

CASH, beginning of period	3,305	4,032	0

CASH, end of period	$15,603	$7,736	$15,603
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
None

The accompanying notes are an integral part of the financial statements

F-5

Zandaria Ventures, Inc.

(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS

(Information with regard to the nine months ended December 31, 2009 and 2008 is unaudited)

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) The Company Zandaria Ventures, Inc.. is a Nevada chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida.

The following summarize the more significant accounting and reporting policies and practices of the Company:

(b) Use of estimates The financial statements have been prepared in conformity with generally accepted accounting principles. 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 statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.

(c) Start-up costs Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

(d) Stock compensation for services rendered The Company may issue shares of common stock in exchange for services rendered. The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.

(e) Net income (loss) per share Basic loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period.

(f) Property and equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

(g) Cash and equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents

(h) Interim financial information The financial statements for the nine months ended December 31, 2009 and 2008 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the nine months are not indicative of a full year results.

F-6

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $128,892 accumulated through December 31, 2009. The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently seeking additional capital to allow it to begin its planned operations

NOTE 3 - RELATED PARTY TRANSACTIONS

At December 31 2009, the Company owed an account payable of $1,400 and a note payable of $9,186 to the former President and CEO of the Company., who resigned on March 13, 2007. At December 31, 2009 the Company owed notes payable of $64,413 to the current President and CEO.

NOTE 4 - NOTES PAYABLE

The Company has entered into a series of notes payable, all of which bear no stated interest rate and are unsecured.

		December 31, 2009
August 4, 2006	$	5,000
September 1, 2006		900
February 2, 2007		8,286
April 16, 2007		4,780
July 11, 2007		4,633
July 17, 2007		5,000
October 18, 2007		10,000
April 7, 2008		20,000
November 12, 2008		10,000
May 20, 2009		20,000
October 6, 2009		10,000
October 23, 2009		10,000
	$	108,599

The April 16, 2007, note payable also has conversion rights which allow for the conversion of the note in whole or in part at any time prior to the payment or ten days thereafter into common stock of the Company at a conversion rate of the lesser of 66 2/3% of the average closing bid and ask price on the date of conversion or $0.25 per share.

NOTE 5 – STOCKHOLDERS EQUITY

At September 30, 2008, the Company has 75,000,000 shares of par value $0.001 common stock authorized and 7,755,000 issued and outstanding. At inception, February 23, 2005 the Company issued 2,500,000 shares of common stock in exchange for cash of $2,500, or $0.001. During March 2005, the Company issued 700,000 shares of common stock in exchange for cash of $2,100, or $0.003; 4,000,000 shares of common stock in exchange for cash of $10,000, or $0.0025 and 550,000 shares of common stock in exchange for cash of $5,500, or $0.01.

During the fiscal year ended March 31, 2007 and 2008 the Company issued 2,500 shares of common stock in exchange for services valued at $250, or $0.01, each year, for a total issued of 5,000 shares for services valued at $500.

NOTE 6 - MINERAL PROPERTY

On April 5, 2005, the Company entered into a purchase agreement, amended on April 6, 2006, to acquire a 100% interest in a mineral claim located in British Columbia, Canada.

This purchase agreement required the Company to pay:

a) $2,500 upon execution of the agreement - (paid on March 29, 2005)

b) $1,000 for an amendment of the agreement - (not paid)

c) $17,500 on or before April 5, 2007 (not paid)

This agreement is subject to a 2 ½% smelter royalty and a 7 ½% gross rock royalty to a total of $20,000.

As the Company has not made the subsequent two required payments, the Company has written off as worthless its initial investment in this claim, however the counter-party has not notified the Company of its default status, therefore the Company does retain this interest.

F-7

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

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

Overview

The Company is a development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy has been focused on the Chip mineral claim in Canada. In the last quarter of fiscal 2008, the Company elected to exit this business plan and seek a different plan that would require less start-up capital or to seek potential merger candidates. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended March 31, 2009. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. 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."

Comparison of Operating Results for the Quarter Ended December 31, 2009 to the Quarter Ended December 31, 2008

Revenues

The Company did not generate any revenues from operations for the three months ended December 31, 2009 or 2008. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.

Operating Expenses

Operating expenses increased $1,136 from $4,722 for the three months ended December 31, 2008 to $5,858 for the three months ended December 31, 2009. The increase in our net operating expenses is due to increased general and administrative expenses incurred.

Net Loss

Net loss increased $1,136 from net loss of $4,722 for the three months ended December 31, 2008 to a net loss of $5,858 for the three months ended December 31, 2009. The increase in net operating loss is due to increased general and administrative expenses incurred.

At December 31, 2009, our accumulated deficit was $128,982.

Assets and Liabilities

Our total assets were $16,853 at December 31, 2009. Our assets consist principally of cash of $15,603.

Total current liabilities are $55,066 at December 31, 2009. Our notes payable are $67,794.

Financial Condition, Liquidity and Capital Resources

At December 31, 2009, we had cash and cash equivalents of $15,603. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. Consequently, we have been dependent upon our President and CEO to fund our cash requirements. Specifically, we have borrowed a total of $74,413 from him.

As of December 31, 2009, we had a working capital deficit of $38,213. The Company will seek funds from possible investors, lenders, strategic and joint venture partners and financing to cover any short term operating deficits and provide for long term working capital. No assurances can be given that the Company will successfully engage strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.

No trends have been identified which would materially increase or decrease our results of operations or liquidity.

Comparison of Operating Results for the Nine Months Ended December 31, 2009 to the Nine Months Ended December 31, 2008

Revenues

The Company did not generate any revenues from operations for the nine months ended December 31, 2009 or 2008. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.

Operating Expenses

Operating expenses increased $1,335 from $26,837 for the nine months ended December 31, 2008 to $28,172 for the nine months ended December 31, 2009. The increase in our net operating expenses is due to increased general and administrative expenses incurred.

Net Loss

Net loss increased $1,335 from net loss of $26,837 for the nine months ended December 31, 2008 to a net loss of $28,172 for the nine months ended December 31, 2009. The increase in net operating loss is due to increased general and administrative expenses incurred.

At December 30, 2009, our accumulated deficit was $128,982.

Assets and Liabilities

Our total assets were $16,853 at December 31, 2009. Our assets consist principally of cash of $15,603.

Total current liabilities are $55,066 at December 31, 2009. Our notes payable are $67,794.

Financial Condition, Liquidity and Capital Resources

No trends have been identified which would materially increase or decrease our results of operations or liquidity.

Plan of Operation

The Company's plan of operation through March 31, 2010 is to focus on finding a suitable merger candidate or a viable business plan. The Company is seeking to raise capital to implement the Company's business strategy. In the event additional capital is not raised, the Company may seek a merger, acquisition or outright sale.

Critical Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Loss per share: Basic loss per share excludes dilution and is computed by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the period and dilutive potential common shares outstanding unless consideration of such dilutive potential common shares would result in anti-dilution. Common stock equivalents were not considered in the calculation of diluted loss per share as their effect would have been anti-dilutive for the periods ended December 31, 2009 and 2008.

Going Concern.

The Company has suffered recurring losses from operations and is in serious need of additional financing. These factors among others indicate that the Company may be unable to continue as a going concern, particularly in the event that it cannot obtain additional financing or, in the alternative, affect a merger or acquisition. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Item 4T - Controls and Procedures

Our management, which includes our Chief Executive Officer who also serves as our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the end of the period covered by this report. Based upon that evaluation, our management has concluded that our disclosure controls and procedures are not effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended, because of adjustments required by our independent auditors, primarily in the area of notes payable. Specifically, our independent auditors identified deficiencies in our internal controls and disclosures related to the valuation and amortization of beneficial conversion features on our notes payable. We have made the necessary adjustments to our financial statements and footnote disclosures in our Interim Report on Form 10-Q. We are in the process of improving our internal controls in an effort to remediate the deficiencies. There have been no significant changes made in our internal controls or in other factors that could significantly affect our internal controls subsequent to the end of the period covered by this report based on such evaluation.

PART II

OTHER INFORMATION

Item 1 Legal Proceedings

None.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 Defaults Upon Senior Securities

None

Item 4 Submission of Matters to a Vote of Security Holders

None

Item 5 Other Information

None

Item 6 Exhibits

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

Exhibit number		Descriptions

31.1		* Certification of the Chief Executive Officer, dated February 12, 2010, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2		* Certification of the Acting Chief Financial Officer, dated February 12, 2010, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1		* Certification Chief Executive Officer, dated February 12, 2010, pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.1		* Certification Acting Chief Financial Officer, dated February 12, 2010, pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

* Filed herewith.

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

None.

SIGNATURE

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

	Zandaria Ventures, Inc.

Date: February 16, 2010	By:	/s/ Jason Smart
		Jason Smart
		Chief Executive Officer, President and Chairman of the Board*

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

Plyzer Technologies Inc. - FORM 10-Q - February 16, 2010

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Plyzer Technologies Inc. Reports