UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period endedApril 30, 2017
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission FileNo. 000-54301
ODENZA CORP.
(Exact name of registrant as specified in its charter)
| Nevada | | None |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
C-07-01, Block C, Level 7 Sky Park @ One City,
Jalan USJ 25/1A, 47650 Subang Jaya,
Selangor Darul Ehsan, Malaysia
(Address of principal executive offices, zip code)
(603)-5115 1118
(Registrant’s telephone number, including area code)
Lot 10, Jalan Waja 16, Kawasan Perusahaan,
42500 Telok Panglima Garang,
Selangor, Malaysia
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X].No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
| Large accelerated filer | [ ] | | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes [X].No.[ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 9, 2017, there were 3,660,000 shares of common stock, $0.001 par value per share, outstanding.
ODENZA CORP.
(An Exploration Stage Company)
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED APRIL 30, 2017
INDEX
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Odenza Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward- looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ODENZA CORP.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
APRIL 30, 2017
ODENZA CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
| | | April 30, 2017
(Unaudited)
- $ - | | | January 31, 2017 (Audited) - $ - | |
| ASSETS | | | | | | |
| Total assets | | | - | | | | - | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Current | | | | | | | | |
| Accounts payable and accrued liabilities | | | 9,094 | | | | 6,225 | |
| Due to related party | | | 140,744 | | | | 140,744 | |
| Total liabilities | | | 149,838 | | | | 146,969 | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | |
| Authorized: | | | | | | | | |
| 75,000,000 common shares With a par value of $0.001 Issued and Outstanding: | | | | | | | | |
| 3,660,000 common shares | | | 3,660 | | | | 3,660 | |
| Additional paid in capital | | | 27,840 | | | | 27,840 | |
| Deficit accumulated during the exploration stage | | | (181,338 | ) | | | (178,469 | ) |
| Total stockholders’ equity (deficit) | | | (149,838 | ) | | | (146,969 | ) |
| Total liabilities and stockholders’ equity (deficit) | | | - | | | | - | |
– See Accompanying Notes –
ODENZA CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | Period from | |
| | | Three months | | | Three months | | | July 16, 2009 | |
| | | ended | | | ended | | | (Inception) to | |
| | | April 30, 2017 | | | April 30, 2016 | | | April 30, 2017 | |
| | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | - $ - | | | - $ - | | | - $ - | |
| Office and general | | | 1,369 | | | | 3,930 | | | | 57,685 | |
| Professional fees | | | 1,500 | | | | 1,500 | | | | 119,063 | |
| Mining costs | | | - | | | | - | | | | 4,590 | |
| Net loss | | | 2,869 | | | | 5,430 | | | | 181,338 | |
| | | | | | | | | | | | | |
| Basic and diluted loss per share | | | (0.01 | ) | | | (0.01 | ) | | | | |
| | | | | | | | | | | | | |
| Weighted average number of common shares outstanding | | | 3,660,000 | | | | 3,660,000 | | | | | |
– See Accompanying Notes –
ODENZA CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | Three months
ended
April 30, 2017
(Unaudited)
-$- | | | Three months
ended
April 30, 2016
(Unaudited)
-$- | | | July 16, 2009
(Inception) to
April 30, 2017
(Unaudited)
-$- | |
| | | | | | | | | | |
| Cash Flows From Operating Activities | | | | | | | | | | | | |
| Net loss | | | (2,869 | ) | | | (5,430 | ) | | | (181,338 | ) |
| Net change in non-cash working capital balances: | | | | | | | | | | | | |
| Accounts payable and accrued liabilities | | | 2,869 | | | | 5,450 | | | | 9,094 | |
| Other payables | | | - | | | | - | | | | - | |
| Net cash used in operations | | | - | | | | - | | | | (172,244 | ) |
| | | | | | | | | | | | | |
| Cash Flows From Financing Activities | | | | | | | | | | | | |
| Due to a related party | | | - | | | | - | | | | 140,744 | |
| Capital stock issued | | | - | | | | - | | | | 31,500 | |
| Net cash provided by financing activities | | | - | | | | - | | | | 172,244 | |
| Increase (Decrease) In Cash | | | - | | | | - | | | | - | |
| Cash, beginning | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash, ending | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Supplementary Cash Flow Information: | | | | | | | | | | | | |
| Cash paid for: | | | | | | | | | | | | |
| Interest | | | - | | | | - | | | | - | |
| Income taxes | | | - | | | | - | | | | - | |
– See Accompanying Notes –
ODENZA CORP.
(An Exploration Stage Company)
NOTE TO THE FINANCIAL STATEMENTS
APRIL 30, 2017
(Unaudited)
ITEM 1. BASIS OF PRESENTATION
UnauditedInterim Financial Statements
These unauditedinterim financial statements may notincludeall information and footnotes required by US GAAP forcomplete financial statement disclosure. However, except asdisclosed herein, there have been no material changesin the informationcontained in the notes to theaudited financialstatementsforthe year endedJanuary 31, 2017,included in the Company’sForm10-Kand filed with theSecurities and Exchange Commission. These unauditedinterim financial statementsshouldberead in conjunction with the audited financialstatements includedin the Form 10-K.In the opinion of management,all adjustments considered necessary forfair presentation andconsisting solely of normalrecurring adjustments have been made.Operating results for thethreemonths ended April 30, 2017 are not necessarilyindicative of theresultsthat may beexpected for the year ending January 31, 2018.
Going Concern
Thesefinancial statements have beenprepared on a going concernbasis. The Company hasincurredlossessince inception resulting in anaccumulateddeficit of $181,338 at April 30, 2017and furtherlosses are anticipated in the development of its businessraising substantial doubt about the Company’sability to continue as a going concern. Its abilitytocontinue as a going concernis dependent upon theabilityof the Companyto generateprofitable operations in the future and/orto obtainthenecessary financing to meetits obligations and repayits liabilities arising from normal business operations when they come due.
Managementhas plansto seek additional capital through aprivate placementof its commonstock or furtherdirector loans as needed. Thesefinancial statements do notinclude any adjustments relatingto therecoverabilityandclassification of recorded assets, or the amounts of andclassificationofliabilities that mightbe necessary in the eventthe Company cannot continue.
RelatedPartyTransactions
Partiesareconsidered to berelated if oneparty hasthe ability, directly orindirectly,to control the other partyor exercise significant influence over the otherpartyinmakingfinancial and operationaldecisions.Parties are also consideredto berelated if theyare subjecttocommon controlor common significantinfluence.The dueto related party represented the advances from the Company’sdirectors.Such advances are non-interest bearing and due upon demand.
RecentAccounting Pronouncements
Recent pronouncementsissued by the FASBor other authoritative accounting standards groups with futureeffective dates are either notapplicable orare not expectedto besignificant to the financialstatementsofthe Company.
SubsequentEvent
In accordancewith ASC855,Subsequent Events, the Company has evaluated subsequent events through the dateof issuance of the unauditedinterimfinancialstatements. Duringthis period, the Companydid not have any material recognizable subsequent events.
ITEM 2.MANAGEMENT’S DISCUSSION ANDANALYSISOF FINANCIAL CONDITION AND RESULTSOF OPERATIONS.
The following informationshould be readin conjunctionwith (i) thefinancial statements of Odenza Corp., a Nevada corporation and explorationstage company, and the notes thereto appearingelsewhere in this Form 10-Q together with (ii) the moredetailedbusiness information and theJanuary31, 2017 auditedfinancialstatementsand related notesincludedin the Company’s most recent Annual Report on Form 10-K forthe yearended January 31, 2017(File No.000-54301), asfiled with theSEC onApril 25, 2017.Statementsin thissectionand elsewherein this Form 10-Q that are notstatements of historical or current fact constitute “forward-looking”statements.
OVERVIEW
Odenza Corp. (the “Company” or “we”) was incorporatedin the State of Nevada on July 16, 2009 and has afiscal year end of January 31. Itisanexploration-stage Company.
GoingConcern
Todate the Company has no operations or revenuesandconsequentlyhas incurred recurringlossesfrom operations. Norevenues are anticipated until we complete the PlanofOperationdescribedin this Form 10-Q and implement ourinitial business plan.The ability ofthe Companyto continue as a going concernis dependent on raisingcapital to fund our business plan andultimately to attain profitable operations.Accordingly, these factors raise substantial doubt asto the Company’s abilityto continue as a going concern.
Ouractivitieshavebeen financedprimarily from the proceeds ofshare subscriptions. From ourinceptionto April 30, 2017, weraised atotal of $31,500 fromprivate offeringsof our common stock.
TheCompany plansto raise additional funds through debtor equity offerings. Thereisno guarantee that the Companywill be abletoraise any capital through this or any other offerings.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of ourfinancial condition and results of operationsarebased on our condensedconsolidatedfinancialstatements,which have been preparedin accordancewithaccountingprinciples generally acceptedinthe United States (“US GAAP”).The preparation ofthesecondensedconsolidated financial statements requiresus to makeestimates and judgments that affect the reported amounts of assets,liabilities, revenues and expenses,and related disclosure ofcontingent assets and liabilities. On an ongoing basis, weevaluateourestimates based onhistorical experienceand on various other assumptions that arebelieved to be reasonable underthe circumstances, theresultsof which form thebasis for making judgments aboutthecarrying values ofassetsandliabilities that are not readily apparent fromother sources. Actualresultsmay differ fromthese estimates under different assumptions or conditions. We have identified the policies below ascritical to our business operations andto theunderstanding of ourfinancialresults:
BasisofPresentation
TheCompany reports revenues and expenses using theaccrual method of accountingin accordancewithaccountingprinciples generally accepted in the United States (“US GAAP”) for financialand tax reporting purposes.
Cashand Cash Equivalent
TheCompany considersall highly liquid investments purchasedwith an originalmaturityofthree months or lessto be cash equivalents.
ForeignCurrencyTranslation
Thefinancial statements are presentedin United States dollars. In accordance with AccountingStandards Codification “ASC 830”, “Foreign CurrencyTranslation”, foreign denominated monetaryassets andliabilities aretranslated to theirUnited Statesdollar equivalentsusing foreign exchange rates whichprevailed atthebalance sheet date. Non-monetaryassets andliabilitiesare translated at exchange ratesprevailing at the transaction date. Revenueand expensesare translated at average rates of exchange during the periods presented. Relatedtranslation adjustments are reported as a separate component of stockholders’ equity(deficit), whereas gainsor lossesresulting from foreign currency transactions areincluded in results of operations.
BasicandDilutedNet LossPer Share
Basic loss per share includes no dilutionandiscomputedby dividing loss availabletocommon stockholders by theweighted average number of common sharesoutstanding for the period.Dilutive loss per sharereflects the potentialdilutionof securities thatcould sharein the losses of the Company.
Becausethe Company does not haveanypotentiallydilutive securities, the accompanyingpresentation is only of basic loss per share.
PLANOF OPERATION
We are an explorationstage company engagedinthe business of acquiring mineral exploration rights throughoutAsia, exploring forcommercially produciblequantitiesof minerals, andexploiting any mineral deposits we discover that demonstrate economicfeasibility. Since we are an explorationstagecompany, thereisno assurance thatcommercially exploitable reserves of valuableminerals existon any property that we now ownor may own in the future. We will needto do further exploration before afinal evaluation of the economicandlegalfeasibility of our future explorationisdetermined.
Weare presentlyseeking to acquiremineralexploration rights. Such rightswill likely beinthe form of an option on patented or unpatentedmineral claims prospective for preciousmetals orore minerals in Asia. Upon acquiring such mineralexploration rights, we will require financingtoexplore the underlyingclaims to determineifthey containcommerciallyproduciblequantitiesof preciousmetals or ore minerals. Wewillbe unabletoestimate the cost of suchexploration until we know thesizeandlocation ofthe property underlying our mineral rights. We expect that such exploration costswill typically consist of feesto be paidfor consulting servicesconnected with exploration, the cost of rock sampling (thecollection of aseries of smallchips over ameasureddistance, whichis thensubmitted fora chemical analysis, usuallyto determine themetalliccontent over the sampled interval, a pre-determinedlocation(s) on the property), and cost of analyzingthese samples.There is no assurance that wewill be ableto locate asuitable exploration property,orthatif we do,it willcontain commercially producible quantitiesof minerals.
If wediscoversignificantquantities of preciousmetals or mineral ores onany property underlying our mineral rights,wewillbegintechnical and economicfeasibilitystudiesto determineif we have reserves. We will not be ableto estimate the cost of suchfeasibility studies until we know the size andlocation of the property. We willonlyconsider developing a propertyif we have provenreservesof preciousmetals ormineral ores that can be profitably extracted.
Any work thatwould be conducted on a propertywould be conducted byunaffiliated independentcontractorsthat wewill hire. The independent contractorswillberesponsible for surveying, geology, engineering, exploration, and excavation.The professional engineers and geologists we engage willevaluatethe information derived from the explorationand excavation, and will advise us on the economicfeasibility of removingthemineralizedmaterial.
ResultsofOperations
Three -MonthPeriods Ended April 30, 2017 and 2016
We recordedno revenues for thethreemonths ended April 30, 2017 and 2016. From theperiod of July 16, 2009 (inception)to April 30, 2017, we recordedno revenues.
For thethree months ended April 30, 2017, officeandgeneral expenses were $1,369 and professionalfees were $1,500 respectively. For the three months ended April 30, 2016, officeand general expenses were $3,930 and professional fees were $1,500 respectively.
Fromthe period ofJuly16, 2009 (inception)toApril 30, 2017, we incurred operating expenses of $181,338.
Liquidityand Capital Resources
At April 30, 2017,wehad nocashbalance. Wedo not have sufficientcashon handto fund our ongoing operational expenses beyond 12 months. We will needtoraise fundstocommence our exploration program and fund our ongoing operational expenses.Additionalfundingwill likely come fromequityfinancing from the sale of our commonstock or saleof part of ourinterest in our mineral claims. If wearesuccessfulin completing anequity financing,existing shareholders will experiencedilutionoftheir interest in our Company.Wedo not have any financing arranged and we cannot provide investors with any assurance thatwewill be abletoraise sufficient funding from the sale of our common stockto fund ourexploration activities and ongoing operational expenses. In the absence of such financing, our businesswill likely fail. There are no assurances that we will be ableto achieve furthersales of our common stock orany other formof additional financing.
SubsequentEvents
Nonethrough dateof this filing.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As asmaller reporting company (as definedinRule 12b-2 ofthe Exchange Act), wearenotrequired to provide theinformation called for bythis Item3.
ITEM 4.CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Under thesupervision and with theparticipationof our management, our principal executiveofficer and our principalfinancial officer are responsible for conducting anevaluation ofthe effectiveness of the design and operation of ourdisclosure controls and procedures, as definedin Rules 13a-15(e)and 15d-15(e) under theSecurities Exchange Act of 1934, as ofthe end of the fiscalperiod coveredby this report.Disclosure controls and procedures means that the material information requiredto beincluded in ourSecuritiesand Exchange Commission reportsis recorded, processed, summarized and reportedwithin the time periodsspecified in SEC rulesand formsrelating to our company,including any consolidating subsidiaries,andwas made knownto us by others within thoseentities, particularly duringthe period whenthisreport wasbeing prepared. Basedon this evaluation, our principal executiveofficer and principalfinancialofficer concluded as ofthe evaluation datethatour disclosure controls and procedures wereeffective as of April 30, 2017.
Therewere no changesinthe Company’sinternal controls overfinancialreporting during the most recently completedfiscal quarter that havematerially affected or arereasonably likely to materially affect the Company’s internal control overfinancial reporting.
PARTII. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Companyis not currently subjectto any legal proceedings.From time to time, the Company may become subjecttolitigation or proceedingsin connectionwith its business, as either aplaintiff or defendant. Thereare no such pending legal proceedingstowhichthe Companyis a partythat,in the opinion of management,islikelyto have a material adverse effect on the Company’s business,financial condition or results of operations.
ITEM 1A.RISK FACTORS
As asmaller reporting company(as definedin Rule12b-2 of the Exchange Act), weare notrequired to providethe information called for bythis Item 1A.
ITEM 2.UNREGISTEREDSALESOF EQUITY SECURITIES ANDUSE OF PROCEEDS.
None.
ITEM 3.DEFAULTS UPON SENIORSECURITIES.
None.
ITEM 4.MINESAFETYDISCLOSURES.
None.
ITEM 5.OTHER INFORMATION.
None.
ITEM 6.EXHIBITS.
(a) Exhibits required by Item 601 of RegulationSK.
| Number | | Description |
| | | |
| 3.1 | | Articles ofIncorporation* |
| | | |
| 3.2 | | Bylaws* |
| | | |
| 31.1 | | Certificationof PrincipalExecutiveOfficer pursuantto Section 302 of the Sarbanes-Oxley Actof2002. |
| | | |
| 31.2 | | Certificationof PrincipalFinancialOfficer pursuantto Section 302 oftheSarbanes-Oxley Act of 2002. |
| | | |
| 32.1 | | Certification ofPrincipalExecutiveOfficer andPrincipal FinancialOfficerpursuantto Section 906of theSarbanes-Oxley Act of 2002. |
| | | |
| 101.INS** | | XBRL Instance Document |
| | | |
| 101.SCH** | | XBRL Taxonomy Extension Schema Document |
| | | |
| 101.CAL** | | XBRL Taxonomy Extension CalculationLinkbase Document |
| | | |
| 101.DEF** | | XBRL Taxonomy ExtensionDefinition Linkbase Document |
| | | |
| 101.LAB** | | XBRL Taxonomy Extension LabelLinkbase Document |
| | | |
| 101.PRE** | | XBRL Taxonomy ExtensionPresentation Linkbase Document |
*Filed andincorporated by referencetothe Company’sRegistration Statement on Form S-1, as amended(FileNo. 333-166076), asfiledwith theSecuritiesand Exchange Commission on April 15, 2010.
**XBRL (Extensible Business Reporting Language)information is furnished and notfiled or a part of aregistration statement or prospectusforpurposesofSections 11or 12 ofthe SecuritiesAct of 1933, asamended, is deemed notfiledfor purposesof Section 18 of theSecuritiesExchange Act of 1934,asamended,andotherwiseis notsubject toliabilityunderthese sections.
SIGNATURES
Pursuant to therequirementsof theSecurities Exchange Act of 1934, theRegistrant has duly causedthis reportto be signedon itsbehalfbytheundersigned,thereunto duly authorized.
| | ODENZA CORP. |
| | (Nameof Registrant) |
| | | |
| Date:June 06, 2017 | By: | /s/TANSRI BARRY GOH MING CHOON |
| | Name: | TAN SRIBARRYGOH MING CHOON |
| | Title: | Chief Executive Officer,President,Chairman, |
| | | Treasurer and Secretary |
