Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Sep. 06, 2019 | |
Details | ||
Registrant CIK | 0001334589 | |
Fiscal Year End | --03-31 | |
Registrant Name | Plyzer Technologies Inc. | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2019 | |
Tax Identification Number (TIN) | 99-0381956 | |
Number of common stock shares outstanding | 92,125,158 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Entity File Number | 333-127389 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 47 Avenue Road, Suite 200 | |
Entity Address, City or Town | Toronto | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | M5R 2G3 | |
City Area Code | 416 | |
Local Phone Number | 860-0211 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 262,320 | $ 183,439 |
Accounts receivable, net | 36,664 | 0 |
Prepayment to a related party | 56,448 | 0 |
Other receivable and prepaid expenses | 145,710 | 20,887 |
Total current assets | 501,142 | 204,326 |
Furniture and equipment, net | 66,441 | 2,615 |
Investments | 86,443 | 0 |
Total Assets | 654,026 | 206,941 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 277,482 | 47,989 |
Payable to a related party | 293,341 | 0 |
Advances from director and shareholder | 310,346 | 264,733 |
Convertible debt, net | 421,984 | 306,648 |
Derivative liabilities | 3,862,433 | 2,110,425 |
Total Current Liabilities | 5,165,586 | 2,729,795 |
Total Liabilities | 5,165,586 | 2,729,795 |
STOCKHOLDERS' EQUITY(DEFICIT) | ||
Common stock, $0.001 par value, authorized 300,000,000 shares; 88,216,852 shares issued and outstanding at June 30, 2019 and 84,330,955 at March 31, 2019 | 88,216 | 84,330 |
Common stock subscribed | 0 | 300 |
Additional paid-in capital | 29,139,755 | 28,015,297 |
Accumulated other comprehensive income | 67,135 | 67,653 |
Accumulated deficit | (33,806,666) | (30,690,434) |
Total Stockholders' Equity(Deficit) | (4,511,560) | (2,522,854) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 654,026 | $ 206,941 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets - Parenthetical - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
Details | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 88,216,852 | 84,330,955 |
Common Stock, Shares, Outstanding | 88,216,852 | 84,330,955 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
REVENUES | $ 33,902 | $ 0 |
OPERATING EXPENSES: | ||
Development costs | 186,592 | 283,458 |
Salaries and benefits | 175,817 | 0 |
Selling and marketing | 193,008 | 0 |
General and administrative expenses | 55,208 | 11,554 |
Professional fees | 95,685 | 29,300 |
Consulting fees | 272,575 | 23,726 |
Total expenses | 978,885 | 348,038 |
Loss from operations | (944,983) | (348,038) |
Other income (expense) | ||
Premium on early settlement of convertible loans | (159,545) | (21,975) |
Derivative gain (loss) | (1,345,964) | 53,496 |
Interest and amortization expense | (665,740) | (209,159) |
Net income (loss) | (3,116,232) | (525,676) |
Other comprehensive gain(loss) | (518) | 1,582 |
Comprehensive (loss) | $ (3,116,750) | $ (524,094) |
Net loss per share, basic and diluted | $ (0.04) | $ (0.01) |
Number of weighted average common shares outstanding, basic and diluted | 87,213,030 | 43,183,271 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) | Common Stock | Deferred Compensation, Share-based Payments | Additional Paid-in Capital | Retained Earnings | AOCI Including Portion Attributable to Noncontrolling Interest | Total |
Equity Balance at Mar. 31, 2018 | $ 43,183 | $ 0 | $ 3,901,238 | $ (5,125,413) | $ 65,353 | $ (1,115,639) |
Equity Balance, Shares at Mar. 31, 2018 | 43,183,271 | |||||
Derivative liabilities reclassified as additional paid in capital due to conversion of notes | $ 0 | 0 | 65,914 | 0 | 0 | 65,914 |
Equity Balance, Shares at Jun. 30, 2018 | 43,183,271 | |||||
Common stock issued upon conversion of notes | (229,136) | |||||
Translation differences | $ 0 | 0 | 0 | 0 | 1,582 | 1,582 |
Net income (loss) | 0 | 0 | 0 | (525,676) | 0 | (525,676) |
Equity Balance at Jun. 30, 2018 | 43,183 | 0 | 3,967,152 | (5,651,089) | 66,935 | (1,573,819) |
Equity Balance at Mar. 31, 2019 | (2,522,854) | |||||
Derivative liabilities reclassified as additional paid in capital due to conversion of notes | 0 | 0 | 522,815 | 0 | 0 | 522,815 |
Common stock issued for services provided | $ 1,240 | 258,560 | 0 | 0 | $ 259,800 | |
Common stock issued for services provided | 1,240,000 | 1,240,000 | ||||
Common stock issued under private placement | $ 1,550 | (300) | 248,750 | 0 | 0 | $ 250,000 |
Common stock issued under private placement | 1,550,000 | 1,550,000 | ||||
Common stock issued upon conversion of notes | $ 1,096 | 0 | 94,333 | 0 | 0 | $ 95,429 |
Common stock issued upon conversion of notes | 1,095,897 | 1,095,897 | ||||
Translation differences | $ 0 | 0 | 0 | 0 | (518) | $ (518) |
Net income (loss) | 0 | 0 | 0 | (3,116,232) | 0 | (3,116,232) |
Equity Balance at Jun. 30, 2019 | $ 88,216 | $ 0 | $ 29,139,755 | $ (33,806,666) | $ 67,135 | $ (4,511,560) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (3,116,232) | $ (525,676) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation | 4,955 | 654 |
Interest and fees settled in shares | 6,903 | 0 |
Stock compensation | 259,800 | 0 |
Amortization | 599,770 | 194,718 |
Derivative gain (loss) | 1,345,964 | (53,496) |
Changes in operating assets and liabilities | ||
(Increase) decrease in receivable and prepayment | (161,487) | 2,317 |
(Increase) in prepayment to a related party | (56,448) | 0 |
Increase in payable to a related party | 293,341 | 0 |
Increase in accounts payable and accrued liabilities | 229,493 | 32,222 |
Net cash used by operating activities | (593,941) | (349,261) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of furniture and equipment | (68,780) | 0 |
Payments for investment | (86,443) | 0 |
Net cash (used in) investing activities | (155,223) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net advances from director and stockholder | 293,730 | 0 |
Payments on director and stockholder advances | (248,117) | (22,531) |
Proceeds from common shares issued | 250,000 | 0 |
Payments on convertible loans | (392,500) | (71,000) |
Proceeds from convertible loans | 925,450 | 218,800 |
Net cash provided by financing activities | 828,563 | 125,269 |
Effects of exchange rates on cash | (518) | 1,582 |
Net increase (decrease) in cash | 78,881 | (222,410) |
Cash, beginning of period | 183,439 | 261,575 |
Cash, end of period | 262,320 | 39,165 |
SUPPLEMENTAL DISCLOSURES | ||
Income taxes | 0 | 0 |
Interest paid | 19,645 | 4,679 |
Non-Cash Investing and Financing Activities | ||
Common stock issued upon conversion of notes | 95,429 | (229,136) |
Fair value of warrants issued | 0 | 20,485,440 |
Derivative liability reclassified as additional paid in capital | $ 522,815 | $ 65,914 |
BUSINESS DESCRIPTION AND SUMMAR
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) Business Description Plyzer Technologies Inc. (the Company), incorporated on February 23, 2005 under the laws of the state of Nevada, and through its subsidiaries, is a provider of custom, real-time, cloud-based business intelligence solutions for brands to analyze critical online price and market data. Plyzer Spain, a wholly owned subsidiary, commenced its operations in April 2019 and signed its first customer on June 20, 2019. (B) Basis of Presentation The unaudited interim financial statements as of June 30, 2019 and for the three months ended June 30, 2019 and 2018 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. 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 SECs 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 Technologies Spain s.l., a wholly owned subsidiary incorporated in Spain in April 2019 d.) PlyzerCan Intelligence Ltd., a wholly owned subsidiary incorporated in Ontario, Canada in June 2019. The subsidiary has not yet commenced any operations. e.) 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 Companys Annual Report filed on Form 10-K for the year ended March 31, 2019. The significant accounting policies followed are the same as those detailed in the said Annual Report except for the following new policies which were effective April 1, 2019: Revenue Recognition We adopted ASC Topic 606, Revenue from Contracts with Customers (ASC 606). We recognize revenues when we satisfy a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset. To achieve that core principle, we apply the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Revenue is recorded net of value-added tax. Accounts Receivable and Allowances Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to our customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required. We determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. We may also record a general allowance as necessary. Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we should abandon such efforts. Leases The Company adopted the new lease accounting standard ASC 842 effective April 1, 2019. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company does not currently have any leases over twelve months. 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. Basic and Diluted Loss Per Share In accordance with ASC Topic 280 - "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2019 excludes potentially dilutive securities of 26,324,037 shares underlying share purchase warrants and convertible notes, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. June 30, 2019 March 31, 2019 Stock purchase warrants 8,350,000 6,800,000 Convertible loans 17,974,037 12,962,867 Total 26,324,037 19,762,867 |
GOING CONCERN DISCLOSURE
GOING CONCERN DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
GOING CONCERN DISCLOSURE | NOTE 2 - GOING CONCERN The Companys 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 recently begun commercializing its products but has not yet established an ongoing source of revenues sufficient to cover its operating costs. The ability of the Company to continue as a going concern is dependent on the Companys success in securing more revenue and obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital or sale its services, it could be forced to cease operations, which raises doubt about the Companys ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by seeking equity and/or debt financing. While the Company has so far been successful in raising the required capital through debt and equity financing, management cannot provide any assurances that the Company will continue to be able to raise the funding required to complete its development work and commercial launch of the portal successfully in future. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
RECENT ACCOUNTING PRONOUNCEMENTS DISCLOSURE | NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting units carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. 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 is effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted. 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 is 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 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 the above recently adopted accounting pronouncements will not have an impact on the financial statements. |
OTHER RECEIVABLE AND PREPAID EX
OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE | NOTE 4 - OTHER RECEIVABLE AND PREPAID EXPENSES June 30, 2019 March 31, 2019 Rent deposit $ 3,006 $ 2,960 Taxes receivable (i) 66,704 7,903 Advances to Plyzer Spain - 3,421 Prepaid cost (ii) 76,000 6,603 Balance, at end of period $ 145,710 $ 20,887 (i) includes $57,466 relating to tax, subsidy and other government benefits receivable by Plyzer Spain (ii) includes fee of $72,750 paid in advance to a consultant |
INVESTMENT DISCLOSURE
INVESTMENT DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
INVESTMENT DISCLOSURE | NOTE 5 - INVESTMENT On April 10, 2019, the Company invested $86,443 ( 76,641) in a private company in Spain, Auxistencia SL. The Companys investment is less than 10% of the equity of Auxistencia SL and is accounted for at cost which is considered equivalent to its fair value. As at June 30, 2019, the management evaluated the investment for any impairment and concluded that there was none. |
CONVERTIBLE DEBTS DISCLOSURE
CONVERTIBLE DEBTS DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
CONVERTIBLE DEBTS DISCLOSURE | NOTE 6 - CONVERTIBLE DEBTS June 30, 2019 March 31, 2019 Principal balance, at beginning of period $ 1,295,455 $ 542,614 Accrued interest and fees 42,541 52,864 Converted to additional paid in capital (94,333) (834,293) Converted to common stock (1,096) (4,404) Convertible notes settled in cash i (392,500) (519,436) Convertible notes issued ii 995,450 2,040,600 Unamortized debt discount (1,423,533) (971,297) Balance, at end of period $ 421,984 $ 306,648 (i) During the three months ended June 30, 2019, the Company paid off seven (two during the six months to June 30, 2018) loans in cash for a total amount of $571,002 ($97,654 for the three months to June 30, 2018) as follows: For the three months ended June 30, 2019 2018 Principal amount of loan $ 392,500 $ 71,000 Premium on early settlement 158,857 21,975 Accrued interest 19,645 4,679 $ 571,002 $ 97,654 (ii) During the three months ended June 30, 2019, the Company entered into convertible notes agreements with independent lenders totaling to $995,450. The following is a summary of the main terms of these agreements: Three months ended June 30, 2019 2018 Number of new loan notes issued 14 4 Total amount of the loans $ 925,450 $ 218,800 Interest rates from 8% to 12% from 8% to 12% Period of loans nine months to one year nine months to one year Conversion terms The conversion price is a variable conversion price which varies from 60 % to 61% the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days prior to the conversion date. The conversion price is a variable conversion price which varies from 60% to 61% of the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days prior to the conversion date. Prepayment terms prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days Prepayment term prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days One loan with a balance of $8,705 was due on March 15, 2019 but remained unpaid on that date. The terms of the loan agreement provides that on default the loan is immediately payable at 150% of the outstanding amount. |
DERIVATIVE LIABILITIES DISCLOSU
DERIVATIVE LIABILITIES DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
DERIVATIVE LIABILITIES DISCLOSURE | NOTE 7 - DERIVATIVE LIABILITIES June 30, 2019 March 31, 2019 Balance, at beginning of period $ 2,110,425 $ 933,198 Derivative additions associated with convertible notes on issuance $ 928,859 2,040,191 Day one loss on derivatives 403,406 539,087 Change in fair value as at period end 942,558 169,818 Value transferred to paid in capital on conversion of convertible notes (522,815) (1,571,869) Balance, at end of period $ 3,862,433 $ 2,110,425 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 re-measured on June 30, 2019 using the Black-Scholes valuation technique, using the following assumptions: 2019 2019 Issue date June 30, 2019 Issue date March 31, 2019 Expected dividend nil nil nil nil Risk free interest rate 2.96% 2.96% 2.96% 2.96% Expected volatility 102% -167% 139% 102% -167% 120% Expected term 219 days -365 days 15 days - 361 days 91 days -365 days 66 days - 361 days |
COMMON STOCK DISCLOSURE
COMMON STOCK DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
COMMON STOCK DISCLOSURE | NOTE 8 - COMMON STOCK Three months ended June 30, 2019: (a) Seven convertible notes plus accrued interest were converted into 1,095,897 shares for a total value of $95,429. (b) The Company raised $250,000 under a private placement, which were subscribed by three subscribers who were issued 1,550,000 shares at an average price of $0.20 per share and equal number of warrants convertible into equal number of shares at an exercise price of $0.50 per share within two years of their issuance. (c) 1,240,000 shares were issued to thirteen consultants valued at $259,800 There was no common stock activity during the three months ended June 30, 2018. At June 30, 2019 and March 31, 2019, the Company had 300,000,000 common shares of par value $0.001 common stock authorized. |
WARRANTS DISCLOSURE
WARRANTS DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
WARRANTS DISCLOSURE | NOTE 9 - WARRANTS During three months ended June 30, 2019, the Company issued 1,550,000 warrants in connection with the private placement. The relative fair value of these warrants issued was estimated at $194,056 using the Black-Scholes valuation technique. The warrants are convertible into equal number of shares at an exercise price of $0.50 per share within two years of their issuance. The following assumptions were used in the valuation of these warrants: Expected dividend nil Risk free interest rate 3% Expected volatility 105% Expected term 2 years The value of warrants has been included in paid in capital. The following are the movements in warrants during the three months ended June 30, 2019: June 30, 2019 March 31, 2019 No. of Warrants Weighted average exercise price No. of Warrants Weighted average exercise price Outstanding - beginning of year 6,800,000 $ 0.24 5,900,000 $ 0.20 Issued 1,550,000 $ 0.50 34,900,000 $ 0.02 Exercised - $ - (34,000,000) $ 0.0025 Outstanding - end of year 8,350,000 $0.29 6,800,000 $0.24 The aforementioned warrants have an average remaining life of approximately 0.62 year as at June 30, 2019 (0.57 year as at March 31, 2019). |
RELATED PARTY TRANSACTIONS DISC
RELATED PARTY TRANSACTIONS DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
RELATED PARTY TRANSACTIONS DISCLOSURE | NOTE 10 - RELATED PARTY TRANSACTIONS ADVANCES FROM DIRECTOR AND STOCKHOLDER June 30, 2019 March 31, 2019 Balance, beginning of year $ 264,733 $ 195,009 funds received 293,730 136,213 funds paid ( 248,117 ) (66,489) Balance, end of year $ 310,346 $ 264,733 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 for the three months ended June 30, 2019. ($9,000 for the three months ended June 30, 2018). DEVELOPMENT COSTS. Development costs include fee of $123,308 (three months ended June 30, 2018: $262,310) charged by Lupama, a company controlled by the CEO of the Companys subsidiary. SELLING AND MARKETING Includes expenses of $160,181 charged by Lupama. (June 30, 2018: $ nil). |
SUBSEQUENT EVENTS DISCLOSURE
SUBSEQUENT EVENTS DISCLOSURE | 3 Months Ended |
Jun. 30, 2019 | |
Notes | |
SUBSEQUENT EVENTS DISCLOSURE | NOTE 11 - SUBSEQUENT EVENTS On July 7, 2019, the Company increased its authorized capital to 300 million common shares with $0.001 par value from 200 million common shares with $0.001 par value. The Company has reviewed events subsequent to June 30, 2019 through the date these financial statements were issued and determined there are no additional events requiring disclosure. |
BUSINESS DESCRIPTION AND SUMM_2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting, Policy (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Policies | |
Basis of Accounting, Policy | The unaudited interim financial statements as of June 30, 2019 and for the three months ended June 30, 2019 and 2018 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. 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 SECs rules and regulations for interim reporting. |
BUSINESS DESCRIPTION AND SUMM_3
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation, Policy (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Policies | |
Consolidation, Policy | 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 Technologies Spain s.l., a wholly owned subsidiary incorporated in Spain in April 2019 d.) PlyzerCan Intelligence Ltd., a wholly owned subsidiary incorporated in Ontario, Canada in June 2019. The subsidiary has not yet commenced any operations. e.) Plyzer Blockchain Technologies Inc., a wholly owned subsidiary incorporated in Ontario, Canada on November 3, 2017. The subsidiary has not yet commenced any operations. |
BUSINESS DESCRIPTION AND SUMM_4
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition, Policy (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Policies | |
Revenue Recognition, Policy | Revenue Recognition We adopted ASC Topic 606, Revenue from Contracts with Customers (ASC 606). We recognize revenues when we satisfy a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset. To achieve that core principle, we apply the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Revenue is recorded net of value-added tax. |
BUSINESS DESCRIPTION AND SUMM_5
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable and Allowances, Policy (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Policies | |
Accounts Receivable and Allowances, Policy | Accounts Receivable and Allowances Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to our customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required. We determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. We may also record a general allowance as necessary. Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we should abandon such efforts. |
BUSINESS DESCRIPTION AND SUMM_6
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Leases, Policy (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Policies | |
Leases, Policy | Leases The Company adopted the new lease accounting standard ASC 842 effective April 1, 2019. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company does not currently have any leases over twelve months. |
BUSINESS DESCRIPTION AND SUMM_7
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates, Policy (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Policies | |
Use of Estimates, Policy | 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. |
BUSINESS DESCRIPTION AND SUMM_8
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Policies | |
Earnings Per Share, Policy | Basic and Diluted Loss Per Share In accordance with ASC Topic 280 - "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2019 excludes potentially dilutive securities of 26,324,037 shares underlying share purchase warrants and convertible notes, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. June 30, 2019 March 31, 2019 Stock purchase warrants 8,350,000 6,800,000 Convertible loans 17,974,037 12,962,867 Total 26,324,037 19,762,867 |
BUSINESS DESCRIPTION AND SUMM_9
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | June 30, 2019 March 31, 2019 Stock purchase warrants 8,350,000 6,800,000 Convertible loans 17,974,037 12,962,867 Total 26,324,037 19,762,867 |
OTHER RECEIVABLE AND PREPAID _2
OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE: Schedule of Other Receivables and Prepaid Expenses (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Other Receivables and Prepaid Expenses | June 30, 2019 March 31, 2019 Rent deposit $ 3,006 $ 2,960 Taxes receivable (i) 66,704 7,903 Advances to Plyzer Spain - 3,421 Prepaid cost (ii) 76,000 6,603 Balance, at end of period $ 145,710 $ 20,887 |
CONVERTIBLE DEBTS DISCLOSURE_ S
CONVERTIBLE DEBTS DISCLOSURE: Schedule of Convertible Debt (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Convertible Debt | June 30, 2019 March 31, 2019 Principal balance, at beginning of period $ 1,295,455 $ 542,614 Accrued interest and fees 42,541 52,864 Converted to additional paid in capital (94,333) (834,293) Converted to common stock (1,096) (4,404) Convertible notes settled in cash i (392,500) (519,436) Convertible notes issued ii 995,450 2,040,600 Unamortized debt discount (1,423,533) (971,297) Balance, at end of period $ 421,984 $ 306,648 |
CONVERTIBLE DEBTS DISCLOSURE__2
CONVERTIBLE DEBTS DISCLOSURE: Schedule of Debt Conversions Terms (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Debt Conversions Terms | Three months ended June 30, 2019 2018 Number of new loan notes issued 14 4 Total amount of the loans $ 925,450 $ 218,800 Interest rates from 8% to 12% from 8% to 12% Period of loans nine months to one year nine months to one year Conversion terms The conversion price is a variable conversion price which varies from 60 % to 61% the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days prior to the conversion date. The conversion price is a variable conversion price which varies from 60% to 61% of the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days prior to the conversion date. Prepayment terms prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days Prepayment term prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days |
DERIVATIVE LIABILITIES DISCLO_2
DERIVATIVE LIABILITIES DISCLOSURE: Schedule of Derivative Liabilities (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Derivative Liabilities | June 30, 2019 March 31, 2019 Balance, at beginning of period $ 2,110,425 $ 933,198 Derivative additions associated with convertible notes on issuance $ 928,859 2,040,191 Day one loss on derivatives 403,406 539,087 Change in fair value as at period end 942,558 169,818 Value transferred to paid in capital on conversion of convertible notes (522,815) (1,571,869) Balance, at end of period $ 3,862,433 $ 2,110,425 |
DERIVATIVE LIABILITIES DISCLO_3
DERIVATIVE LIABILITIES DISCLOSURE: Schedule of Fair Value Assumptions Used (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Fair Value Assumptions Used | 2019 2019 Issue date June 30, 2019 Issue date March 31, 2019 Expected dividend nil nil nil nil Risk free interest rate 2.96% 2.96% 2.96% 2.96% Expected volatility 102% -167% 139% 102% -167% 120% Expected term 219 days -365 days 15 days - 361 days 91 days -365 days 66 days - 361 days |
WARRANTS DISCLOSURE_ Schedule o
WARRANTS DISCLOSURE: Schedule of Valuation Assumptions, Warrants (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Valuation Assumptions, Warrants | Expected dividend nil Risk free interest rate 3% Expected volatility 105% Expected term 2 years |
WARRANTS DISCLOSURE_ Schedule_2
WARRANTS DISCLOSURE: Schedule of Warrants Outstanding (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Warrants Outstanding | June 30, 2019 March 31, 2019 No. of Warrants Weighted average exercise price No. of Warrants Weighted average exercise price Outstanding - beginning of year 6,800,000 $ 0.24 5,900,000 $ 0.20 Issued 1,550,000 $ 0.50 34,900,000 $ 0.02 Exercised - $ - (34,000,000) $ 0.0025 Outstanding - end of year 8,350,000 $0.29 6,800,000 $0.24 |
RELATED PARTY TRANSACTIONS DI_2
RELATED PARTY TRANSACTIONS DISCLOSURE: Schedule of Advances from Stockholder and Director (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Advances from Stockholder and Director | June 30, 2019 March 31, 2019 Balance, beginning of year $ 264,733 $ 195,009 funds received 293,730 136,213 funds paid ( 248,117 ) (66,489) Balance, end of year $ 310,346 $ 264,733 |
BUSINESS DESCRIPTION AND SUM_10
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,324,037 | 19,762,867 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,350,000 | 6,800,000 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,974,037 | 12,962,867 |
OTHER RECEIVABLE AND PREPAID _3
OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE: Schedule of Other Receivables and Prepaid Expenses (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Prepaid expenses and deposits | $ 145,710 | $ 20,887 |
Rent Deposit | ||
Prepaid expenses and deposits | 3,006 | 2,960 |
Taxes Receivable | ||
Prepaid expenses and deposits | 66,704 | 7,903 |
Advances to Plyzer Spain | ||
Prepaid expenses and deposits | 0 | 3,421 |
Prepaid Costs Other | ||
Prepaid expenses and deposits | $ 76,000 | $ 6,603 |
INVESTMENT DISCLOSURE (Details)
INVESTMENT DISCLOSURE (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Investments | $ 86,443 | $ 0 |
Private company in Spain | ||
Investments | $ 86,443 |
CONVERTIBLE DEBTS DISCLOSURE__3
CONVERTIBLE DEBTS DISCLOSURE: Schedule of Convertible Debt (Details) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Convertible debt, net | $ 421,984 | $ 306,648 |
Principal balance | ||
Convertible debts, gross | 1,295,455 | 542,614 |
Accrued interest and fees | ||
Convertible debts, gross | 42,541 | 52,864 |
Converted to additional paid in capital | ||
Convertible debts, gross | (94,333) | (834,293) |
Converted debt to common stock | ||
Convertible debts, gross | (1,096) | (4,404) |
Convertible notes settled in cash | ||
Convertible debts, gross | (392,500) | (519,436) |
Convertible notes issued | ||
Convertible debts, gross | 995,450 | 2,040,600 |
Unamortized debt discount recorded | ||
Convertible debts, gross | $ (1,423,533) | $ (971,297) |
CONVERTIBLE DEBTS DISCLOSURE (D
CONVERTIBLE DEBTS DISCLOSURE (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Payments on convertible loans | $ 392,500 | $ 71,000 |
CONVERTIBLE DEBTS DISCLOSURE__4
CONVERTIBLE DEBTS DISCLOSURE: Schedule of Debt Conversions Terms (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Proceeds from convertible loans | $ 925,450 | $ 218,800 |
DERIVATIVE LIABILITIES DISCLO_4
DERIVATIVE LIABILITIES DISCLOSURE: Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Details | |||
Derivative additions associated with convertible notes | $ 928,859 | $ 2,040,191 | |
Gain (loss) on derivatives | 403,406 | 539,087 | |
Change in fair value as at period end | 942,558 | 169,818 | |
Value transferred to paid in capital on conversion of convertible notes | (522,815) | $ (1,571,869) | |
Derivative liabilities | $ 3,862,433 | $ 2,110,425 |
COMMON STOCK DISCLOSURE (Detail
COMMON STOCK DISCLOSURE (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jul. 07, 2019 | Mar. 31, 2019 | |
Details | ||||
Common stock shares issued for converted notes | 1,095,897 | |||
Value of stock issued for conversion of notes plus accrued interest | $ 95,429 | $ (229,136) | ||
Common stock issued for cash, value | $ 250,000 | |||
Common shares issued for cash, shares | 1,550,000 | |||
Common stock issued for services, shares | 1,240,000 | |||
Value of common stock issued for services | $ 259,800 | |||
Common Stock Authorized | 300,000,000 | 300,000,000 | 300,000,000 | |
Common stock par value | $ 0.001 | $ 0.001 |
WARRANTS DISCLOSURE (Details)
WARRANTS DISCLOSURE (Details) | Jun. 30, 2019shares |
Details | |
Warrants issued | 1,550,000 |
WARRANTS DISCLOSURE_ Schedule_3
WARRANTS DISCLOSURE: Schedule of Warrants Outstanding (Details) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
Details | ||
Warrants outstanding | 8,350,000 | 6,800,000 |
Weighted average exercise price of warrants outstanding | $ 0.29 | $ 0.24 |
RELATED PARTY TRANSACTIONS DI_3
RELATED PARTY TRANSACTIONS DISCLOSURE: Schedule of Advances from Stockholder and Director (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Details | |||
Advances from related parties | $ 293,730 | $ 0 | |
Repayments of related party advances | 248,117 | $ 22,531 | |
Advances from related parties, net | $ 310,346 | $ 264,733 |
RELATED PARTY TRANSACTIONS DI_4
RELATED PARTY TRANSACTIONS DISCLOSURE (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Consulting fees charged by CEO | ||
Fees from transactions with related parties | $ 9,000 | $ 9,000 |
Development costs charged by a Subsidiary | ||
Fees from transactions with related parties | 123,308 | $ 262,310 |
Selling and marketing costs charged by a Subsidiary | ||
Fees from transactions with related parties | $ 160,181 |
SUBSEQUENT EVENTS DISCLOSURE (D
SUBSEQUENT EVENTS DISCLOSURE (Details) - shares | Jul. 07, 2019 | Jun. 30, 2019 | Mar. 31, 2019 |
Details | |||
Common Stock Authorized | 300,000,000 | 300,000,000 | 300,000,000 |