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 December 31, 2018


[  ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934


For the transition period from ______________ to _____________


Commission file number 333-127389


PLYZER TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)


Nevada

 

99-0381956

(State or other jurisdiction

of incorporation)

 

(IRS Employer Identification No.)


47 Avenue Road, Suite 200

Toronto, ON Canada M5R 2G3

(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code: (416) 860-0211



Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation ST (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes [X]  No [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer” “accelerated filer”,”smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer   [  ]

Accelerated filer                      [  ]

Non-accelerated filer     [  ]

Smaller reporting company     [X]

 

Emerging growth company     [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]


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





APPLICABLE ONLY TO CORPORATE ISSUERS


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


As of February 13, 2019, there were 83,956,803 shares of the Issuer's common stock, par value $0.001 per share outstanding.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


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
































2



TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION

4

Item 1 - Financial Statements

4

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

5

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

9

Item 4 - Controls and Procedures

10

PART II - OTHER INFORMATION

11

Item 1 - Legal Proceedings

11

Item 1A - Risk Factors

11

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

11

Item 3 - Defaults upon Senior Securities

11

Item 4 - Mine Safety Disclosures

11

Item 5 - Other Information

11

Item 6 - Exhibits

11

SIGNATURE

12
























3



PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements



INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets (unaudited)

F-1

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)

F-2

 

 

Condensed Consolidated Statements of Cash Flows (unaudited)

F-3

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

F-4





































4



Plyzer Technologies Inc.

Condensed Consolidated Balance Sheets



 

December 31, 2018

 

March 31, 2018

 

(Unaudited)

 

 

ASSETS

 

 

 

CURRENT ASSETS

 

 

 

    Cash

$

218,067

 

$

261,575

    Prepaid expenses and deposit

 

12,878

 

 

16,287

         Total current assets

 

230,945

 

 

277,862

Furniture and equipment, net

 

3,267

 

 

5,229

          Total Assets

$

234,212

 

$

283,091

  

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

    Accounts payable and accrued liabilities

$

71,833

 

$

148,606

    Advances from director and shareholder

 

227,992

 

 

195,099

    Convertible debt, net of discount

 

393,191

 

 

121,827

    Derivative liabilities

 

821,170

 

 

933,198

          Total Current Liabilities

 

1,514,186

 

 

1,398,730

          Total Liabilities

 

1,514,186

 

 

1,398,730

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

    Common stock, $0.001 par value,

      authorized 200,000,000 shares;

    82,187,210 and 43,183,271 shares issued and

      outstanding at December 31, 2018 and March 31, 2018,

      respectively

 

82,187

 

 

43,183

   Common stock subscribed

 

833

 

 

-

   Additional paid-in capital

 

26,682,525

 

 

3,901,238

   Accumulated other comprehensive income

 

67,568

 

 

65,353

   Accumulated deficit

 

(28,113,087)

 

 

(5,125,413)

          Total Stockholders’ deficit

 

(1,279,974)

 

 

(1,115,639)

          Total Liabilities and Stockholders’ deficit

$

234,212

 

$

283,091













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



F-1



Plyzer Technologies Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)



 

Three months ended December 31,

Nine months ended December 31,

 

2018

2017

2018

2017

 

 

 

 

 

REVENUES

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

   Development costs

 

347,729

 

363,544

 

1,708,477

 

433,027

   General and administrative expenses

 

13,389

 

10,511

 

46,048

 

30,274

   Professional fees

 

57,300

 

4,200

 

145,700

 

29,620

   Consulting fees

 

48,319

 

17,500

 

90,675

 

37,000

   Stock compensation

 

1,349,170

 

-

 

20,485,440

 

-

   Travel, meals and promotions

 

7,286

 

9,591

 

28,760

 

37,096

          Total expenses

 

1,823,193

 

405,346

 

22,505,100

 

567,017

 

 

 

 

 

 

 

 

 

Loss from operations

 

(1,823,193)

 

(405,346)

 

(22,505,100)

 

(567,017)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

   Premium on early settlement of convertible loans

 

(65,515)

 

-

 

(97,390)

 

-

   Gain on cancellation of accounts payable

 

-

 

-

 

46,000

 

-

   Derivative gain (loss)

 

394,661

 

20,661

 

221,838

 

(20,147)

   Interest and amortization of expense

 

(21,849)

 

(95,426)

 

(653,021)

 

(172,313)

          Total other income (expense)

 

307,297

 

(74,765)

 

(482,573)

 

(192,460)

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(1,515,896)

 

(480,111)

 

(22,987,673)

 

(759,477)

Income taxes

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Net loss

 

(1,515,896)

 

(480,111)

 

(22,987,673)

 

(759,477)

 

 

 

 

 

 

 

 

 

Other comprehensive gain (loss)

 

437

 

(478)

 

2,215

 

1,732

Comprehensive (loss) gain

$

(1,515,459)

$

(480,589)

$

(22,985,458)

$

(757,745)

 

 

 

 

 

 

 

 

 

Net loss per share, basic and dilutive

$

(0.02)

$

(0.01)

$

(0.37)

$

(0.02)

Number of weighted average common shares outstanding

 

81,872,091

 

41,052,651

 

61,934,035

 

38,017,423













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



F-2



Plyzer Technologies Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


Nine months ended December 31,

2018

 

2017

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net loss

$

(22,987,674)

 

$

(759,477)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

       Depreciation

 

1,962

 

 

1,377

       Development costs settled in shares

 

829,500

 

 

-

       Interest settled in shares of stock

 

-

 

 

5,475

       Premium on early settlement of notes payable

 

97,390

 

 

-

       Gain on write off of accounts payable

 

(46,000)

 

 

-

       Stock compensation

 

20,485,440

 

 

-

       Amortization of debt discount

 

612,849

 

 

160,417

       Derivative (gain) loss

 

(221,838)

 

 

20,147

Changes in operating assets and liabilities

 

 

 

 

-

      (Increase) decrease in prepaid expenses and deposits

 

3,409

 

 

13,739

      Increase (decrease) in accounts payable and accrued liabilities

 

(10,811)

 

 

39,693

Net cash used by operating activities

$

(1,235,773)

 

$

(518,629)

 

 

 

 

 

 

CASH FLOWS FROM (INTO) INVESTING ACTIVITIES

 

 

 

 

 

   Purchase of furniture and equipment

 

-

 

 

(5,507)

Net cash (used in) investing activities

$

-

 

$

(5,507)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

   Advances from director and stockholder

 

32,893

 

 

98,307

   Proceeds from share issue

 

-

 

 

295,000

   Proceeds from shares subscribed under private placement

 

250,000

 

 

-

   Repayment of convertible loans

 

(293,000)

 

 

-

   Proceeds from convertible loans

 

1,201,850

 

 

231,500

Net cash provided by financing activities

$

1,191,743

 

$

624,807

 

 

 

 

 

 

Effects of exchange rates on cash

$

522

 

$

1,732

 

 

 

 

 

 

Net (decrease) increase in cash

 

(43,508)

 

 

102,403

Cash, beginning of period

 

261,575

 

 

199

Cash, end of period

$

218,067

 

$

102,602

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES

 

 

 

 

 

Cash paid during the period

 

 

 

 

 

   Income taxes

$

-

 

$

-

   Interest paid

$

20,042

 

$

-

 

 

 

 

 

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

   Common stock issued on conversion of convertible debt and accrued interest

$

642,411

 

$

95,540

   Derivative liability reclassified as additional paid in capital

$

521,869

 

$

-

  Warrants exercised and common stock issued for accounts payable in lieu of cash

$

85,000

 

$

-



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



F-3



Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(A)

Business Description


Plyzer Technologies Inc. (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, and through its subsidiaries, is engaged in developing commercial web portal (“Plyzer”) aimed at providing solutions for price comparison using artificial intelligence in a number of niche markets.


In December 2016, the Company entered into a development and consulting agreement with Lupama Producciones,S.L., a Spanish private corporation (“Lupama”). Lupama has been managing and developing Plyzer. Lupama’s CEO, Mr. Luis Pallares is also made CEO of the Company’s subsidiary. Technological feasibility of Plyzer was established on October 17, 2018 when the Company enrolled its first non- paying customer. The Company however continues working on the beta version of PLYZER prior to its commercialization.


(B)

Basis of Presentation


The unaudited interim financial statements as of December 31, 2018 and for the three and nine months ended December 31, 2018 and 2017 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three and nine months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2019. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting.


(C)

Consolidation


The unaudited consolidated interim financial statements include the accounts of the Company and,


a.

Plyzer Corporation, a wholly owned subsidiary incorporated in the State of Delaware on December 9, 2016.


b.

Plyzer Technologies (Canada) Inc., a wholly owned subsidiary incorporated in Ontario, Canada on April 11, 2017.


c.

Plyzer Blockchain Technologies Inc., a wholly owned subsidiary incorporated in Ontario, Canada on November 3, 2017. The subsidiary has not yet commenced any operations.


The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended March 31, 2018. The significant accounting policies followed are same as those detailed in the said Annual Report.


(D)

Use of estimates


The financial statements have been prepared in conformity with generally accepted accounting principles (GAAP). In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of financial position and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.




F-4



Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


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


Basic and Diluted Loss Per Share


In accordance with ASC Topic 280 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.

 

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended December 31, 2018 excludes potentially dilutive securities of 9,711,936 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.


 

December 31, 2018

March 31, 2018

Stock purchase warrants

5,900,000

5,900,000

Convertible loans

3,811,936

2,145,573

 

9,711,936

8,045,573



NOTE 2 - GOING CONCERN


The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and this raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. While the Company has so far been successful in raising the required capital through equity and debt financing, management cannot provide any assurances that the Company will continue to be able to raise the funding required to the 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 December 31, 2018, the Company has an accumulated deficit amount of approximately $28 million.




F-5


Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS


In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The amendments in this ASU requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this ASU is permitted for all entities. The Company is currently evaluating the impact on its consolidated financial position and results of operations upon adopting these amendments. Based on its preliminary evaluation, the Company expects to start recognizing lease assets and lease liabilities for its operating leases on the Company’s statements of financial position as of the end of the first fiscal quarter of 2019 and the comparative period presented. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.


In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial instruments. " The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The guidance will become effective for us on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.


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 nonemployees. 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.




F-6



Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 4 - PREPAID EXPENSES AND DEPOSIT


 

December 31, 2018

 

March 31, 2018

Prepaid development costs

$

-

 

$

9,000

Rent deposit

 

2,888

 

 

3,086

Taxes receivable

 

6,624

 

 

4,046

Prepaid cost

 

3,366

 

 

155

 

$

12,878

 

$

16,287


NOTE 5 - CONVERTIBLE DEBTS


 

 

December 31, 2018

 

March 31, 2018

Principal balance, at beginning of period

 

$

542,614

 

$

--

Accrued interest and fees

 

 

34,296

 

$

12,229

Converted to additional paid in capital

 

 

(639,250)

 

 

(226,469)

Converted to common stock

 

 

(3,161)

 

 

(2,667)

Convertible note settled in cash

i

 

(293,000)

 

 

--

Convertible notes issued

ii

 

1,201,850

 

 

771,750

Unamortized debt discount

 

 

(450,158)

 

 

(433,016)

Balance, net of discount, at end of period

 

$

393,191

 

$

121,827


i.

During the nine months ended December 31, 2018, the Company paid off seven loans in cash for a total amount of $410,433 as follows:


Loan amount

Prepaid premium

Interest

Total

$

38,000

$

12,075

$

2,168

$

52,243

 

33,000

 

9,900

 

2,511

 

45,411

 

33,000

 

9,900

 

4,345

 

47,245

 

53,000

 

16,851

 

3,171

 

73,023

 

33,000

 

10,460

 

2,059

 

45,519

 

53,000

 

19,563

 

2,895

 

75,458

 

50,000

 

18,641

 

2,893

 

71,534

$

293,000

$

97,390

$

20,042

$

410,432







F-7



Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 5 - CONVERTIBLE DEBTS (continued)


ii.

During the nine months ended December 31, 2018, the Company entered into the following Securities Purchase Agreements with independent lenders in connection with the issuance of convertible notes totalling $1,201,850:


#

Amount

in ($)

Issue date

Maturity

date

Interest

rate

p.a.

Loan

balance

as at

Dec. 31,

2018 ($)

Conversion terms

Prepayment terms

1

53,000

11-May-18

28-Feb-19

12%

-

Settled in Cash on Nov. 13, 2018

 

2

79,800

06-Jun-18

06-Jun-19

8%

50,000

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

prepayment at premium ranging from 135% to 115% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

3

33,000

13-Jun-18

31-Mar-19

12%

-

Settled in Cash on Nov. 30, 2018

prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

4

53,000

22-Jun-18

22-Mar-19

11%

-

Settled in Cash on Dec. 3, 2018

The Company can redeem the note within six months of issuance without any premium.

5

50,000

29-Jun-18

15-Apr-19

12%

-

Settled in Cash on Dec. 21, 2018

prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

6

33,000

27-Jul-18

15-May-19

12%

33,000

The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date.

prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

7

27,000

25-Jul-18

25-Jul-19

5%

-

Converted into 227,845 common shares.

 

8

40,000

30-Jul.-18

30-Jul-19

8%

-

Converted into 134,682 common shares.

 

9

78,750

01-Aug-18

31-Jul-19

8%

78,750

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

The Company may pay this note any time.






F-8



Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 5 - CONVERTIBLE DEBTS (continued)


#

Amount

in ($)

Issue date

Maturity

date

Interest

rate

p.a.

Loan

balance

as at

Dec. 31,

2018 ($)

Conversion terms

Prepayment terms

10

52,000

09-Aug-18

09-Aug-19

8%

-

Converted into 134,682 common shares.

prepayment at premium ranging from 115% to 135% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

11

80,000

03-Aug-18

03-May-19

10%

80,000

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date or 60% of the closing bid price if lower.

prepayment at premium ranging from 135% to 145% of the loan note if prepaid within 90 days and after 90 days but before 180 days respectively. Prepayment not allowed after six months.

12

38,000

13-Sep-18

30-Jun-19

12%

38,000

The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date.

prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

13

100,000

14-Sep-18

14-Sep-19

10%

100,000

The conversion price is a variable conversion price which will be 58% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

prepayment at premium ranging from 120% to 140% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively.

14

35,000

26-Sep-18

15-Jul-19

12%

35,000

The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date.

prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

15

75,000

03-Oct-18

03-Oct-19

12%

75,000

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

prepayment at premium ranging from 135% to 150% of the loan note if prepaid within 90 days and after 180 days respectively.

16

80,000

10-Oct-18

10-Jul-19

10%

80,000

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date or 60% of the closing bid price if lower.

prepayment at premium ranging from 135% to 145% of the loan note if prepaid within 90 days and after 90 days but before 180 days respectively. Prepayment not allowed after six months.

17

52,000

08-Oct-18

09-Jan-19

8%

6,000

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

prepayment at premium ranging from 115% to 135% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.




F-9



Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 5 - CONVERTIBLE DEBTS (continued)


#

Amount

in ($)

Issue date

Maturity

date

Interest

rate

p.a.

Loan

balance

as at

Dec. 31,

2018 ($)

Conversion terms

Prepayment terms

18

40,000

17-Oct-18

17-Oct-19

8%

40,000

The conversion price is a variable conversion price which will be 63% of the market price. Market price is the lowest average two trading price during twelve trading days prior to the conversion date.

prepayment at premium ranging from 110% to 126% of the loan note if prepaid within 60 days and 180 days respectively.

19

22,500

29-Oct-18

15-Mar-19

5%

22,500

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

prepayment at premium ranging from 135% to 150% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

20

79,800

31-Oct-18

06-Jun-19

8%

79,800

The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

The Company may pay this note any time.

21

100,000

27-Nov-18

27-Nov-19

10%

100,000

The conversion price is a variable conversion price which will be 58% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.

prepayment at premium ranging from 120% to 140% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively.

 

$     1,201,850

 

 

 

$  818,050

 

 



NOTE 6 - DERIVATIVE LIABILITIES


 

December 31, 2018

 

March 31, 2018

Balance, at beginning of period

$

933,198

 

$

--

Derivative additions associated with convertible notes on issuance

 

631,679

 

 

767,931

Day one loss on derivatives

 

325,557

 

 

665,475

Change in fair value as at period end

 

(547,395)

 

 

(183,633)

Value transferred to paid in capital on conversion of convertible notes

 

(521,869)

 

 

(316,575)

Balance, at end of period

$

821,170

 

$

933,198


Since the convertible loan notes issued during the period have a beneficial conversion feature which is contingent upon future market prices, they did not meet the conditions necessary for equity classification and as a result, the embedded conversion feature is considered a derivative liability. The fair value of the derivative was estimated on the issue date and subsequently remeasured on December 31, 2018 using the Black-Scholes valuation technique, using the following assumptions.




F-10


Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 6 - DERIVATIVE LIABILITIES (continued)


Issue date:

December 31, 2018

December 31, 2017

Expected dividend

nil

nil

Risk free interest rate

0.030%

1%

Expected volatility

105.63%

107.11 -170.94%

Expected term

40 days - 314 days

30 days - 232 days



NOTE 7 - COMMON STOCK


(i)

COMMON STOCK ISSUED AND OUTSTANIDNG


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, 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, which was off set against amounts payable to Lupama.


c.

During the nine months ended December 31, 2018 thirty-one convertible notes plus accrued interest were converted into 3,160,605 shares for a total value of $642,411.


At December 31, 2018 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.


Up to December 31, 2018, the Company received three subscriptions totalling to $250,000 subscribing to 833,333 Units. The subscriptions were approved, and shares were issued in January 2019.



NOTE 8 - WARRANTS


In May 2017, the Company issued 5.9 million warrants in connection with the private placement.

The relative fair value of the 5.9 million warrants issued was estimated at $145,782 using the Black-Scholes valuation technique.

The value of warrants has been included in the paid in capital.


On August 1, 2018, the Company issued 30 million warrants and on October 1, 2018, 4 million warrants to Lupama for services provided in connection with the development of Plyzer. 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-11


Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements


NOTE 8 - WARRANTS (continued)


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


Relating to warrants issued on

August 1, 2018

October 1, 2018

Expected dividend

nil

nil

Risk free interest rate

3%

3%

Expected volatility

138.56%

142.85%

Expected term

3 years

3 years


The movements during the nine months ended December 31, 2018 were as follows:


 

December 31, 2018

March 31, 2018

 

No. of

Warrants

Weighted

average

exercise price

No. of

Warrants

Weighted

average

exercise price

Outstanding - beginning of period

5,900,000

$  0.20

-

$         -

Issued

34,000,000

0.0025

5,900,000

0.20

Forfeited/Cancelled/Expired

-

-

-

-

Exercised

(34,000,000)

(0.0025)

-

-

Outstanding - end of period

5,900,000

$  0.20

5,900,000

$  0.20


The aforementioned warrants have an average remaining life of approximately 0.64 year as at December 31, 2018 (1.4 years as at March 31, 2018).


As explained in Note 7(ii), the Company received subscriptions for 833,333 Units under a private placement. 833,333 warrants relating to these subscriptions were issued in January 2019.



NOTE 9 - RELATED PARTY TRANSACTIONS


ADVANCES FROM DIRECTOR AND STOCKHOLDER


 

December 31, 2018

 

March 31, 2018

Balance, beginning of period

$

195,099

 

$

74,631

Funds advanced (net)

 

32,893

 

 

120,468

Balance, end of period

$

227,992

 

$

195,099


Funds were advanced from time to time by Mr. Terence Robinson, the CEO and the sole director and by Current Capital Corp., a company owned by a brother of the CEO and a shareholder.


CONSULTING FEES


Consulting fees include fees charged by the CEO of $9,000 and $27,000 respectively for the three and nine months ended December 31, 2018. ($14,500 and $27,000 respectively for the three and nine months ended December 31, 2017).





F-12



Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements



NOTE 9 - RELATED PARTY TRANSACTIONS (continued)


DEVELOPMENT COSTS


Development costs includes fees charged by Lupama of $327,381 and $1,646,259, respectively, for the three and nine months ended December 31, 2018 ($345,520 and $375,230 respectively for the three and nine months ended December 31, 2017). Lupama is a company controlled by the CEO of the Company’s subsidiary.


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.


TRAVEL, MEALS AND PROMOTION


Comprises expenses of $7,286 and $28,760 charged by the CEO for the three and nine months ended December 31, 2018. ($9,591 and $37,096 respectively for the three and nine months ended December 31, 2017).



NOTE 10 - SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through the date these financial statements were issued and concluded that there are no other events to disclose except for the one detailed in Note 7(ii).





















F-13



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


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


Overview


The Company was incorporated on February 23, 2005 under the laws of the state of Nevada. Effective July 15, 2015, Mr. Terence Robinson was appointed as the Chairman of the Board of directors and is also the Chief Executive Officer and Chief Financial officer of the Company.


On March 31, 2017, the Company changed its name from ZD Ventures Corporation to Plyzer Technologies Inc. (“PLYZER”, the “Company”).


The Company has three subsidiaries, Plyzer Corporation, incorporated in the State of Delaware on December 9, 2016, Plyzer Technologies (Canada) Inc., incorporated in the Province of Ontario, Canada on April 11, 2017 and Plyzer BlockChain Technologies Inc., incorporated in Ontario, Canada on November 3, 2017.


Our principal office is located at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3. Our telephone number is (416) 860-0211. Our fiscal year end is March 31. Our Canadian subsidiaries signed an assignment of lease on January 1, 2018 for premises at 67 Portland St., Toronto, Ontario M5V 2M9, Canada which will expire on December 30, 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.


Lupama is creating an artificial intelligence driven engine for price comparison for the Company, known as “Plyzer”. Further details on Plyzer can be found under “Business Plan and Strategy” section of this report.


The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes of the Company for the three and nine months ended December 31, 2018 and the audited financial statements and notes for the year ended March 31, 2018.


Business Plan and Strategy


Lupama is creating an artificial intelligence driven engine for price comparison for the Company, known as “Plyzer”. The focus is on the development of the backend and front end for “customer use”. While the Company has so far produced a fairly stable beta site, it needs more testing work. In addition to the testing, we also need to finish the composition of some back and front-end details and the configuration of some events. After this soft launch, we will review and update any issues that may arise at this stage and build new features to integrate during the public launch expected to be early next year. We are currently using development environments and testing production environments.





5


Beta testing carried out to date achieved the following:


o

Spain

§

332 Pharmacies reached in Spain

§

24,729 products reached in Spain

§

1,793,580 prices crawled daily

o

Canada

§

79 Stores reached in Canada

§

44,980 products reached in Canada

§

446,531 prices crawled Dailey

o

Cannabis Industry

§

4,633 products reached

§

78,578 prices crawled Dailey


During the three months ended December 31, 2018, the Company began extending its testing of PLYZER application in Cannabis industry.


The following were specific technical development during the three months ended December 31, 2018:


*

Product matching: Created and included a new textual prediction based on url match.

*

Product matching: Created and included a new textual prediction based on OCR text (text extraction from images).

*

Product matching: Improved execution time of the product matching. Now the product matching can be weekly executed for all the domains (Spain, Canada, cannabis).

*

Product matching: New control panel to select and introduce faster big chunks of prices.

*

Product matching: Visualisation of anomalies and missing brands. For instance, in Canada it was already used to introduce a total of more than 20K products.

*

Product matching: Improved accuracy of textual model (more than 5%).

*

Product matching: Textual model includes gender and volume identification - litre, kilogram...

*

Product matching: Includes a retraining method in order to update the textual models with the new data ingested.

*

Data ingestion (images): Created a new game application with user authentication that is use to match images and builds datasets.

*

Data ingestion (images): Extraction of images in order to feed our image datasets from other sources (google images, bing).

*

Data ingestion (images): Preprocessing of images to discard wrong ones using ASIFT method.

*

Several core developments in the contents and display and data capture rpograms.

*

Adapt and optimize PLYZER’s blog on social media including content development and monitoring results and impact on a monthly basis.

*

Promotional efforts through press and web communication



On October 17, 2018, the Company announced that Adamed Laboratorios, a Madrid-based pharmaceutical company is presently subscribed to Plyzer 's Intelligence platform. Adamed is monitoring the online performance of their over the counter product catalogue on more than 360 online sales channels in Spain. Adamed manufactures over 250 products and has a global presence in 60 countries.


This is an important milestone in the commercialization of Plyzer’s B2B platform, as the company transitions from the pre-revenue development phase and begins to execute its go-to-market growth strategy. Plyzer’s proprietary technologies - especially our advances in the automation of product matching - are major steps forward for business analytics.


The Company has however, not yet generated or realized any revenues from business operations.





6



Results of operations


The Company did not have any operating income since its inception on February 23, 2005 through December 31, 2018. For the three and nine months ended December 31, 2018, the Company recognized a net loss of approximately $1.5 million and $23 million, respectively, compared to net loss of $0.5 million and $0.8 million, respectively, for the three and nine months ended December 31, 2017.


Major costs during the three and nine months ended December 31, 2018 related to the 34 million fully vested warrants issued to Lupama on August 1, 2018 (30 million) and October 1, 2018 (4 million). These warrants were valued at $20.5 million. The entire amount was expensed as stock compensation during the nine months ended December 31, 2018. There was no stock compensation during the nine months ended December 31, 2017.


Operating costs net of the value of warrants for the three months ended December 31, 2018 was $0.5 million of which $0.3 million related to development costs.


Overall operating expenses less stock compensation remained more or less same during the 2018 fiscal quarter compared to 2017 fiscal quarter.


Revenues


There was no revenue for the three and nine months ended December 31, 2018 and 2017.


Professional Fees


Professional fees for the three and nine months ended December 31, 2018 were $57,300 and $145,700 respectively compared to $4,200 and $29,620, respectively for the three and nine months ended December 31, 2017.


Professional fees for the three and nine months ended December 31, 2018 included legal fees of $55,550 and $136,500, respectively, and the remaining balance of the fees related to audit fees relating to reviews of the interim financials and 10-Q reports.


The increase in legal fees was mainly due to increasing the number of convertible loan notes issued, converted and paid, each of which involved due diligence and legal paperwork. There were approximately 33 loans related transactions during the nine months ended December 31, 2018 compared to 8 transactions during the nine months ended December 31, 2017.


Professional fees for the three and nine months ended December 31, 2017 were $4,200 and $29,620, respectively. Approximately $25,000 of the fees for the nine months to December 31, 2017 related to legal and due diligence fees paid to the lawyers involved in raising convertible debt financing and the balance of the fees consisted of audit and review fees charged by the independent accountants.


Consulting fees


Consulting fees for three and nine months ended December 31, 2018 were $48,319 and $90,675, respectively, compared to $17,500 and $37,000, respectively, for three and nine months ended December 31, 2017.


The fees for the three and nine months ended December 31, 2018 included fees of $9,000 and $18,000 charged by the CEO, respectively, and the remaining balance of the fees were charged by third parties for accounting, administrative and financial services. A new consultant was appointed in the Toronto office in September 2018 at a cost of CDN$4,000 per month. Further, in December 2018, this consultant was paid extra fee of $27,000 for additional work - which increased the overall consulting fees.


Consulting fees for the three and nine months ended December 31, 2017 included fees of $14,500 charged by the CEO and the remaining balance of $3,000 represented fees charged for accounting services. During the three months ended December 31, 2017, CEO’s annual fee was revised for the fiscal year 2018 from $25,000 to $36,000. As a result, apart from the fee of $9,000 based on the new fee for the quarter, additional fees of $5,500 for the first six months to September 30, 2017 was also charged during the nine months ended December 31, 2017.



7


General and administrative expenses


Significant items included in the general and administrative costs for the three and nine months ended December 31, 2018 were rent and utilities of respectively $8,085 and $24,463 for the Toronto office, filing fee for upgrades to the OTCQB listing of, respectively, $3,250 and $5,750 and transfer agent fees of respectively $3,420 and $9,930. The transfer agent fees increased significantly mainly due to increase in issuance and conversion of convertible notes. Exchange gain for the three and nine months ended December 31, 2018 was $5,081 and $5,699, respectively.


General and administrative costs for the three and nine months ended December 31, 2017 included rent and utilities of Toronto office for $5,620 and $16,411 and transfer agent fee and regulatory fees of $1,925 and $6,765 respectively. The increased fee was mainly due to Toronto office, CUSIP change following a name change and processing fees related to convertible loans charged by the transfer agent.


Travel, meals and promotion


These costs were incurred by the CEO and mainly involved travelling in Europe and North America in connection with the fund raising, promotion and monitoring the progress of the development work. Costs were less by approximately $8,000 during the 2018 period compared to 2017 period reflecting lesser travels.


Interest Expense


Interest expense during the three and nine months ended December 31, 2018 related to nine and twenty-one convertible unsecured loans issued, respectively, and four and seven loans prepaid respectively during the period. Interest ranged from 5% to 12% per annum. Interest included amortization of debt discount of $11,563 and $612,849, respectively for the three and nine months ended December 31, 2018.


Interest expense during the three and nine months to December 31, 2017 related to six convertible unsecured loans issued during the period, including two loans which were fully converted and one loan which was partially converted during the period, and consisted of debt discount of $90,837 and $160,417 and interest of $4,589 and $11,896, respectively for the three and nine months ended December 31, 2017.  Interest rates ranged from 8% to 12% per annum.


Stock compensation


On August 1, 2018, the Company revised the terms of the consulting agreement with Lupama. As a result, 5 million shares issued to Lupama and 25 million shares issuable to Lupama on completion of certain milestones were cancelled and replaced by 30 million warrants, which vested immediately on issuance, valid for three years and convertible into equal number of common shares at an exercise price of $0.0025 per share.


On October 1, 2018, Lupama was awarded additional 4 million fully vested warrants which were exercised for equal number of common shares on October 2, 2018 at an exercise price of $0.0025 per share.


The warrants were valued at $20.5 million using Black-Sholes valuation method as explained in Note 8 of the financial statements of the Company for the three and nine months ended December 31, 2018. Since all warrants were vested, the entire value was expensed.


Financial Condition, Liquidity and Capital Resources


For the nine months ended December 31, 2018, the Company generated a negative cash flow from operations of approximately $1.2 million (nine months to December 31, 2017: negative cash flow of approximately $0.5 million), which was primarily met from existing cash, proceeds from the convertible loans and from subscriptions received and advances from the director and shareholder. As of December 31, 2018, the Company had cash of $218,067 (as at March 31, 2018:  $261,575).


In absence of any potential revenue in the near future, the Company will continue to be dependent upon financing raised through equity and debts and advances from its director and shareholders.




8


Our present material commitments continue to be the development and commercial launch costs of Plyzer and professional and administrative fees and expenses associated with the preparation of our filings and other regulatory requirements.


The Company is seeking to raise capital to implement the Company's business strategy. In the event additional capital is not raised or alternatively debt financing is not available from our shareholders, the Company may seek a merger or outright sale.



Investing activities


There was no new investment during the nine months ended December 31, 2018.


During the nine months ended December 31, 2017, the Company spent $5,507 on furniture and equipment for the Toronto office of Plyzer Technologies (Canada) Inc.


Financing activities


The Company raised net $1.2 million of which approximately $0.9 million from debt financing net of debts settled in cash and $250,000 in subscription received under a private equity financing during the nine months ended December 31, 2018. ($624,807 for the nine months ended December 31, 2017). Details of the financing are provided in notes 5 and 7(ii) of the unaudited consolidated financials for the period.


The Company raised total of $624,807 through equity financing, shareholder advances and debt financing during the nine months ended December 31, 2017.


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 $28 million. The Company realized a net loss from operations of approximately $23 million and $0.8 million, respectively, for the nine months ended December 31, 2018 and 2017. These conditions raise substantial doubt about our ability to continue as a going concern. The Company believes that most of the development work has been completed and the project is at a stage where it will attract further equity financing which currently the Company continues to seek and its ability to settle or convert loans on a timely basis is likely to encourage lenders to continue to provide debt financing when required on a competitive terms . However, there is no guarantee that efforts to raise further financing will success or result in the availability of the required funding. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.


Off-balance sheet arrangements


The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Item 3 - Quantitative and Qualitative Disclosures about Market Risk


As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.






9



Item 4 - Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our management which currently basically comprises our Chief Executive and Financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the chief executive and  financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive  and financial officer, as appropriate to allow timely decisions regarding required disclosure.


Our management, including our chief executive and financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, management’s evaluation of controls and procedures can only provide reasonable assurance that all control issues and instances of fraud, if any, within Plyzer group companies have been detected.


Changes in Internal Control Over Financial Reporting


There were no changes in internal control over financial reporting during the three and nine months ended December 31, 2018.


Our CEO is the only executive acting as CEO, CFO and corporate secretary and is the sole director. The Company does not consider hiring any other administrative staff at this stage cost effective.






















10



PART II - OTHER INFORMATION


Item 1 - Legal Proceedings


None.


Item 1A - Risk Factors


As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 1A.


Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds


None.


Item 3 - Defaults upon Senior Securities


None


Item 4 - Mine Safety Disclosures


None


Item 5 - Other Information


None


Item 6 - Exhibits


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


Exhibit

 

Number

Descriptions

31.1

*Certification of the Chief Executive and Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

 

32.1

*Certification of the Chief Executive and Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

 

101

*The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 has been formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statement of Cash Flows, and (iv) Notes to Financial Statements

------------

*

Filed herewith.


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


•

8-K filed on October 25, 2018





11



SIGNATURE


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


Plyzer Technologies Inc.



By: /s/ Terence Robinson


Terence Robinson

Chief Executive and Financial Officer,

President and Chairman of the Board*


Date:  February 13, 2019


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


























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Plyzer Technologies (CE) (USOTC:PLYZ)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Plyzer Technologies (CE) Charts.
Plyzer Technologies (CE) (USOTC:PLYZ)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Plyzer Technologies (CE) Charts.