ITEM
1. CONDENSED FINANCIAL STATEMENTS.
ODENZA
CORP.
CONDENSED
BALANCE SHEETS
AS
OF APRIL 30, 2020 AND JANUARY 31, 2020
(Expressed
in U.S. Dollars)
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|
April 30, 2020
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January 31, 2020
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|
(Unaudited)
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ASSETS
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$
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|
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$
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|
Current assets
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|
|
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|
|
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Total assets
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$
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-
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$
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-
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|
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|
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|
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|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current liabilities
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Accrued liabilities
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$
|
15,544
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|
|
$
|
14,372
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|
Due to a related party
|
|
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212,249
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|
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212,249
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|
Total liabilities
|
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|
227,793
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|
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|
226,621
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Commitments and Contingencies
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STOCKHOLDERS’ DEFICIT
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Common stock, $0.001 par value, 75,000,000 shares authorized 3,660,000
shares issued and outstanding, respectively
|
|
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3,660
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|
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|
3,660
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|
Additional paid in capital
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|
|
27,840
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|
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|
27,840
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|
Accumulated deficit
|
|
|
(259,293
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)
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|
|
(258,121
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)
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Total stockholders’ deficit
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|
|
(227,793
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)
|
|
|
(226,621
|
)
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Total liabilities and stockholders’ deficit
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|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to the condensed financial statements.
ODENZA
CORP.
CONDENSED
STATEMENTS OF OPERATIONS
FOR
THE THREE MONTHS ENDED APRIL 30, 2020 AND 2019
(Expressed
in U.S. Dollars)
(Unaudited)
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|
Three months ended
April 30,
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2020
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2019
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Revenues
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$
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-
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$
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-
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Operation expenses
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General and administrative
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1,172
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6,496
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|
Net loss
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$
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1,172
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$
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6,496
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|
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Basic and diluted net loss per share
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted average number of shares outstanding
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3,660,000
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3,660,000
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|
See
accompanying notes to the condensed financial statements.
ODENZA
CORP.
CONDENSED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED APRIL 31, 2020 AND 2019
(Expressed
in U.S. Dollars)
Three months ended April 30, 2020 (Unaudited)
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Common Stock
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Additional Paid-in
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Accumulated
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Number
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Amount
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Capital
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Deficit
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Total
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Balance, January 31, 2020
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3,660,000
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|
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$
|
3,660
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|
$
|
27,840
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|
|
$
|
(258,121
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)
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|
$
|
(226,621
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)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
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(1,172
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)
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|
|
(1,172
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)
|
Balance, April 30, 2020
|
|
|
3,660,000
|
|
|
$
|
3,660
|
|
|
$
|
27,840
|
|
|
$
|
(259,293
|
)
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|
$
|
(227,793
|
)
|
Three
months ended April 30, 2019 (Unaudited)
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|
Common Stock
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|
|
Additional Paid-in
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|
Accumulated
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Number
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Amount
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Capital
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Deficit
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Total
|
|
Balance, January 31, 2019
|
|
|
3,660,000
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|
|
$
|
3,660
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|
|
$
|
27,840
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|
|
$
|
(239,165
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)
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|
$
|
(207,665
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)
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Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
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|
(6,496
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)
|
|
|
(6,496
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)
|
Balance, April 30, 2019
|
|
|
3,660,000
|
|
|
$
|
3,660
|
|
|
$
|
27,840
|
|
|
$
|
(245,661
|
)
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|
$
|
(214,161
|
)
|
See
accompanying notes to the condensed financial statements.
ODENZA
CORP.
CONDENSED
STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED APRIL 30, 2020 AND 2019
(Expressed
in U.S. Dollars)
(Unaudited)
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|
Three months
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Three months
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|
ended
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|
ended
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April 30, 2020
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April 30, 2019
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|
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Cash Flows From Operating Activities
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Net loss
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|
$
|
(1,172
|
)
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|
$
|
(6,496
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)
|
Change in operating liabilities
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|
|
|
|
|
|
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|
Accrued liabilities
|
|
|
1,172
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|
|
|
6,496
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|
Net cash used in operations
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|
|
-
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|
-
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|
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|
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Cash Flows From Financing Activities
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|
|
|
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Due to a related party
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|
|
-
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|
-
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Net cash provided by financing activities
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|
|
-
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-
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Increase in cash
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-
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|
-
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Cash, beginning of period
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-
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-
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Cash, ending of period
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-
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-
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Supplementary Cash Flow Information
|
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Cash paid for:
|
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Interest
|
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|
-
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|
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|
-
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|
Income taxes
|
|
|
-
|
|
|
|
-
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|
See
accompanying notes to the condensed financial statements.
ODENZA
CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED APRIL 30, 2020 AND 2019
(Expressed
in U.S. Dollars)
(Unaudited)
ITEM
1. BASIS OF PRESENTATION
Unaudited
Interim Financial Statements
These
unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial
statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in
the notes to the audited financial statements for the year ended January 31, 2020, included in the Company’s Form 10-K and
filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction
with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary
for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the three months
ended April 30, 2020 are not necessarily indicative of the results that may be expected for the year ending January 31, 2021.
COVID-19
The
COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption
of financial markets. The Company monitors guidance from national and local public health authorities and has implemented health
and safety precautions and protocols in response to these guidelines. The extent of the impact of the COVID-19 pandemic has had
and will continue to have on the Company’s business is highly uncertain and difficult to predict and quantify at this time.
Going
Concern
The
accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed
financial statements, for the three months ended April 30, 2020, the Company incurred a net loss of $1,172, and at April 30, 2020,
had a shareholder’s deficit of $227,793. These factors, among others, raise substantial doubt about the Company’s
ability to continue as a going concern within one year of the date that these financial statements are issued. In addition, the
Company’s independent registered public accounting firm, in its report on the Company’s January 31, 2020 financial
statements, raised substantial doubt about the Company’s ability to continue as a going concern. These financial statements
do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Management
has plans to seek additional capital through a private placement of its Common Stock or further director loans as needed. These
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.
Use
of estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.
Net
loss per share
Basic
loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.
Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if
the additional common shares were dilutive. At April 30, 2020 and 2019, the Company had no outstanding common stock equivalents.
Recent
Accounting Pronouncements
In
June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC
326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts
and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss”
model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the
standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting
period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after
December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position,
results of operations, and cash flows.
Other
recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public
Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on
the Company’s present or future financial statements.
2.
RELATED PARTY TRANSACTIONS
As
of April 30, 2020 and 2019, the Company owed $212,249 to its Chief Executive Officer for funds advanced to the Company. The amounts
are unsecured, are non-interest bearing, and are payable on demand.
3.
SUBSEQUENT EVENTS
On
May 4, 2021, our principal offices were relocated from Malaysia to Hong Kong.
On
May 4, 2021, Tan Sri Barry resigned from all positions with the Company, including that of President, Chief Executive Officer,
Treasurer, Secretary and Chairman of the Board of Directors. On May 4, 2021, Mr. Leung Chi Ping (“Mr. Leung”), was
appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.
On
May 4, 2021, Mr. Leung, Alexander Patrick Brazendale, Christopher David Brazendale, Adventure Air Race Investment Limited, Adventure
Air Race Talents Limited, and William Alexander Cruickshank acquired 3,386,800 shares of the Company’s common stock, representing
approximately 92.54% of the Company’s issued and outstanding common stock.
On
May 7, 2021, shareholders authorized the Company’s Board of Directors to approve an increase of authorized shares of Common
Stock from 75,000,000 to 500,000,000.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The
following information should be read in conjunction with (i) the financial statements of Odenza Corp., a Nevada corporation, and
the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the January
31, 2020 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K
for the year ended January 31, 2020 (File No. 000-54301), as filed with the SEC on May 28, 2021. Statements in this section and
elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
OVERVIEW
Odenza
Corp. (the “Company” or “we”) was incorporated in the State of Nevada on July 16, 2009 and has a fiscal
year end of January 31.
Going
Concern
The
Company has no operations or revenues since inception and consequently has incurred recurring losses since inception. Accordingly,
these factors raise substantial doubt as to the Company’s ability to continue as a going concern. In addition, the Company’s
independent registered public accounting firm, in its report on the Company’s January 31, 2020 financial statements, raised
substantial doubt about the Company’s ability to continue as a going concern No revenues are anticipated until we complete
the Plan of Operation described in this Form 10-K and implement our initial business plan. The ability of the Company to continue
as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations.
Our
activities have been financed primarily from the proceeds of share subscriptions. From our inception to April 30, 2020, we raised
a total of $31,500 from private offerings of our Common Stock.
The
Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able
to raise any capital through this or any other offerings.
CRITICAL
ACCOUNTING POLICIES
USE
OF ESTIMATES
In
preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of
assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ
from these estimates.
RECENT
ACCOUNTING PRONOUNCEMENTS
Refer
to Note 1 in the accompanying financial statements.
PLAN
OF OPERATION
Our
principal offices were relocated from A-07-01, Block A, Level 7, Sky Park One City, Jalan USJ 25/1, 47650 Subang Jaya, Selangor
Darul Ehsan, Malaysia to 22/F., Wanchai Central Building, 89 Lockhart Road, Wan Chai, Hong Kong effective from May 4, 2021.
From
inception to April 30, 2020, the Company has had limited business operations and has no revenues generated from operations since
incorporation. We are now in the process of evaluation any potential business opportunities though we cannot assure that it will be
able to commence profitable operations.
Results
of Operations
Three
Months Ended April 30, 2020 and 2019
We
recorded no revenue for the three months ended April 30, 2020 and 2019.
For
the three months ended April 30, 2020, office and general expenses were $0, and professional fees were $1,172. For the three months
ended April 30, 2019, office and general expenses were $4,800, and professional fees were $1,696.
Liquidity
and Capital Resources
At
April 30, 2020, we had no cash balance. We do not have sufficient cash on hand to fund our ongoing operational expenses beyond
12 months. We will need to raise funds to maintain our operations and to pay our ongoing operational expenses. Additional funding
will likely come from equity financing from the sale of our Common Stock. If we are successful in completing an equity financing,
existing shareholders will experience dilution of their interest in our Company. We do not have any financing arrangement and
we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our Common Stock
to fund our operations and ongoing operational expenses. In the absence of such financing, our business will likely fail. There
are no assurances that we will be able to achieve further sales of our Common Stock or any other form of additional financing.
Subsequent
Events
On
May 4, 2021, our principal offices were relocated from A-07-01, Block A, Level 7, Sky Park One City, Jalan USJ 25/1, 47650 Subang
Jaya, Selangor Darul Ehsan, Malaysia to 22/F., Wanchai Central Building, 89 Lockhart Road, Wan Chai, Hong Kong.
On
May 4, 2021, Tan Sri Barry resigned from all positions with the Company, including but not limited to, that of President, Chief
Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors. The resignation was not the result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Tan Sri Barry has
been the President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board
of Directors since February 2013.
On
May 4, 2021, Mr. Leung Chi Ping (“Mr. Leung”), was appointed as the President, Chief Executive Officer, Chief Financial
Officer and Chairman of the Board of Directors of the Company.
On
May 4, 2021, Mr. Leung, Alexander Patrick Brazendale, Christopher David Brazendale, Adventure Air Race Investment Limited, Adventure
Air Race Talents Limited, and William Alexander Cruickshank acquired control of 3,386,800 shares of the Company’s restricted
Common Stock, representing approximately 92.54% of the Company’s total issued and outstanding Common Stock, from the certain
sellers in accordance with common stock purchase agreements (collectively, the “Stock Purchase Agreements”). The Stock
Purchase Agreements were negotiated in arm’s length transactions.
On
May 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from holders of Common Stock voting securities
representing 92.54% of the total issued and outstanding voting power of the 3,660,000 shares of Common Stock of the Company (the
“Majority Stockholders”) to authorize the Company’s Board of Directors to approve an increase of authorized
shares of Common Stock from 75,000,000 to 500,000,000 (the “Increase”), par value $0.001 per share.
On
May 7, 2021, the Board of Directors of the Company approved the Increase, subject to Stockholder approval. The Majority Stockholders
approved the Increase by written consent in lieu of a meeting on May 7, 2021.
ITEM
4. CONTROLS AND PROCEDURES.
DISCLOSURE
CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures:
We
conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2020. This evaluation was carried out by our Chief Executive and
Financial Officer, who also serves as our principal executive officer and principal financial and accounting officer. Based upon
that evaluation, our Chief Executive and Financial Officer concluded that, as of April 30, 2020, our disclosure controls and procedures
were not effective due to the presence of material weaknesses in internal control over financial reporting.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not
be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management
to conclude that, as of April 30, 2020, our disclosure controls and procedures were not effective: Inadequate segregation of duties
consistent with control objectives.
Changes
in Internal Control over Financial Reporting:
There
were no changes in our internal control over financial reporting during the quarter ended April 30, 2020, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.