UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For
the fiscal year ended January 31, 2021
or
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For
the transition period from _______________ to _______________
Commission
File Number: 000-54301
ODENZA
CORP.
(Exact
name of registrant issuer as specified in its charter)
Nevada
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|
None
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(State
or other jurisdiction of
incorporation
or organization)
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|
(I.R.S.
Employer
Identification
No.)
|
22/F.,
Wanchai Central Building,
89
Lockhart Road,
Wan
Chai,
Hong
Kong
(Address
of principal executive offices, including zip code)
Tel:
+852 9027 2707
Registrant’s
phone number, including area code
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: Common Stock, $ 0.001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
[ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
[ ] No [X]
Indicate
by check mark whether the registrant (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 every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (section 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
[ ] NO [X]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large
Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller reporting company
[X] Emerging growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
[X] No [ ]
The
aggregate market value of the Company’s Common Stock held by non-affiliates computed by reference to the closing bid price
of the Company’s Common Stock, as of the last business day of the registrant’s most recently completed second fiscal
quarter:
Not
Applicable
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.
Not
Applicable
APPLICABLE
ONLY TO CORPORATE REGISTRANTS
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
|
|
Outstanding
at May 28, 2021
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Common
Stock, $.001 par value
|
|
3,660,000
|
ODENZA
CORP.
FORM
10-K
For
the Fiscal Year Ended January 31, 2021
Index
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but
rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “foresee,” “estimate” and variations
of these words and similar expressions to identify forward-looking statements. These statements are not guaranteed of future performance
and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict
and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include
the following:
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The
availability and adequacy of our cash flow to meet our requirements;
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Economic,
competitive, demographic, business and other conditions in our local and regional markets;
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Changes
or developments in laws, regulations or taxes in our industry;
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Actions
taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory,
judicial and other governmental authorities;
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Competition
in our industry;
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The
loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
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Changes
in our business strategy, capital improvements or development plans;
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The
availability of additional capital to support capital improvements and development; and
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Other
risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.
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This
report should be read completely and with the understanding that actual future results may be materially different from what we
expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated
with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even
though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise.
Use
of Defined Terms
Except
as otherwise indicated by the context, references in this Report to:
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●
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The
“Company,” “we,” “us,” or “our,” “Odenza” are references to Odenza
Corp., a Nevada corporation.
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●
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“Common
Stock” refers to the common stock, par value $.001, of the Company;
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●
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“U.S.
dollar,” “$” and “US$” refer to the legal currency of the United States;
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“Securities
Act” refers to the Securities Act of 1933, as amended; and
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“Exchange
Act” refers to the Securities Exchange Act of 1934, as amended.
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PART
I
ITEM
1. BUSINESS
CORPORATE
HISTORY
On
July 16, 2009, the Company was incorporated under the laws of the State of Nevada. From inception to January 31, 2021, the Company
has had limited business operations and has no revenues generated from operations since incorporation.
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.
DESCRIPTION
OF BUSINESS
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.
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.
ITEM
1A. RISK FACTORS
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
1B. UNRESOLVED STAFF COMMENTS
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
2. PROPERTIES
Our
current business office is located at 22/F., Wanchai Central Building, 89 Lockhart Road, Wan Chai, Hong Kong. Our telephone number
is +852 9027 2707.
No
rental expense was paid or payable for the office.
ITEM
3. LEGAL PROCEEDINGS
We
are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Since
May 25, 2011, our shares of Common Stock have been quoted on the OTC Bulletin Board and the OTCQB, under the ticker symbol “ODZA”.
The following table shows the reported high and low closing bid prices per share for our Common Stock based on information provided
by the OTCQB. The over-the-counter market quotations set forth for our Common Stock reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual transactions.
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BID PRICE PER SHARE
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HIGH
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LOW
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Three Months Ended April 30, 2020
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$
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0.35
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$
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0.35
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Three Months Ended July 31, 2020
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$
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0.35
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$
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0.35
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Three Months Ended October 31, 2020
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$
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0.35
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$
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0.35
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Three Months Ended January 31, 2021
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$
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0.35
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$
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0.35
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HOLDERS
As
of January 31, 2021, we had 3,660,000 shares of our Common Stock par value, $.001 issued and outstanding. There were 65 beneficial
owners of our Common Stock.
TRANSFER
AGENT AND REGISTRAR
The
transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598
and telephone number is +1 (212)828-843.
PENNY
STOCK REGULATIONS
The
Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within
the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited investors (generally those with assets in excess
of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such
securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction,
other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed
control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict
the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the
secondary market.
In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for
at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit the investors’ ability to buy and sell our stock.
DIVIDEND
POLICY
Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion
of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions
to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our
Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future.
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We
have not established any compensation plans under which equity securities are authorized for issuance.
RECENT
SALES OF UNREGISTERED SECURITIES
There
is no unregistered sales of equity securities.
PURCHASES
OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS
We
have not repurchased any shares of our Common Stock during the fiscal year ended January 31, 2021.
ITEM
6. SELECTED FINANCIAL DATA
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2021 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 January 31, 2021, 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 AND ESTIMATES
USE
OF ESTIMATES
In
preparing these 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.
RESULTS
OF OPERATIONS
Year
Ended January 31, 2021 and Year Ended January 31, 2020
We
recorded no revenue for the years ended January 31, 2021 and 2020.
For
the year ended January 31, 2021, office and general expenses were $0, and professional fees were $34,688.
For
the year ended January 31, 2020, office and general expenses were $0, and professional fees were $18,956.
Liquidity
and Capital Resources
At
January 31, 2021, we had no cash balance and $261,309 in outstanding liabilities, including $212,249 due to a director. We do
not have sufficient cash on hand to fund our ongoing operational expenses for the next 6 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.
OFF-BALANCE
SHEET ARRANGEMENTS
As
of January 31, 2021, we have no off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our stockholders.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
financial statements required by this item are located in PART IV of this Annual Report.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On
April 21, 2021, we engaged Weinberg & Company, P.A. as our independent registered public accounting firm. This was approved
by the Company’s Board of Directors.
ITEM
9A. CONTROLS AND PROCEDURES
DISCLOSURE
CONTROLS AND PROCEDURES
Our
Chief Executive Officer and Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to
Rule 13a-15 under the Exchange Act as of January 31, 2021. Based on this evaluation, our principal executive officer and financial
officer concluded that as of January 31, 2021, our disclosure controls and procedures were not effective to provide reasonable
assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated
to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosures. The conclusion that our disclosure controls and procedures were not effective was due
to the presence of material weaknesses in internal control over financial reporting, as that term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. In light of the material weakness identified by management, we performed additional analyses
and procedures in order to conclude that our financial statements for the year ended January 31, 2021, are fairly presented, in
all material respects, in accordance with U.S. generally accepted accounting principles.
Management’s
report on internal control over financial reporting.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as such term as
defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America.
As
of January 31, 2021, our management assessed the effectiveness of our internal control over financial reporting using the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013
Framework). Based on this assessment, our management concluded that, as of December 31, 2020, our internal control over financial
reporting was not effective as of January 31, 2021 and identified the material weaknesses described below.
Description
of Material Weaknesses and Management’s Remediation Initiatives
The
following material weaknesses in our internal control over financial reporting were identified by management as of January 31,
2021:
Insufficient
segregation of duties in our finance and accounting functions due to limited personnel. The Company did not maintain adequate
segregation of duties within its accounting processes. Specifically, due to the size of the Company, these duties were often performed
by the same person which creates a lack of review over the financial reporting process. These control deficiencies could result
in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
We
intend to take appropriate and reasonable steps to make the necessary improvements to remediate these material weaknesses.
This
annual report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting
firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.
Changes
in internal control over financial reporting.
There
were no changes in our internal control over financial reporting that occurred during the quarter ended January 31, 2021 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our
executive officer’s and director’s and their respective ages as of the date hereof are as follows:
NAME
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AGE
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POSITION
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Leung
Chi Ping
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67
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|
President,
Chief Executive Officer, Chief Financial Officer, Chairman of Board of Directors
|
The
executive officer and director named above will serve until the next annual meeting of the stockholders or until their respective
resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’
meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which
none currently exists or is contemplated.
Set
forth below is a brief description of the background and business experience of our executive officer and director.
Leung
Chi Ping, 67, is the President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of
the Company. Mr. Leung is a Chartered Certified Accountant and a Chartered Banker. His early career included underwriting for
a reinsurance company in Japan, which earned him the award of the Ten Outstanding Young Persons in Industry and Commerce of Hong
Kong in 1991. His later career was as CEO of the Delta Asia Financial Group in Hong Kong, Macao and Southern China, from 2008
to 2014. Mr. Leung holds a master’s degree in business administration as well as in air transport management. He is now
involved with business jet and aeromedical evacuation businesses.
TERM
OF OFFICE
All
directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly
elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members.
Officers are elected by and serve at the discretion of the Board of Directors.
DIRECTOR
INDEPENDENCE
Our
Board of Directors is currently composed of one member who does not qualify as an independent director in accordance with the
published listing requirements of the NASDAQ Global Market (though the Company may have a plan to list on the NASDAQ Global Market
later). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not
been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in
various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to
our director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the
NASDAQ rules. Had our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information
provided by our director and us with regard to our director’s business and personal activities and relationships as they
may relate to us and our management.
CERTAIN
LEGAL PROCEEDINGS
No
director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to
an evaluation of his ability or integrity during the past five years.
SIGNIFICANT
EMPLOYEES AND CONSULTANTS
Other
than our officers and directors, we currently have no other significant employees.
AUDIT
COMMITTEE AND CONFLICTS OF INTEREST
Since
we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed
by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not
have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the
opinion that such committees are not necessary since the Company is an exploration stage company and has only one director, and
to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in
that our director or officer has the authority to determine issues concerning management compensation, nominations, and audit
issues that may affect management decisions.
There
are no family relationships among our director or officer. Other than as described above, we are not aware of any other conflicts
of interest with our executive officer or director.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten
percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive
officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a)
forms they file. Specific due dates for these reports have been established and the Company is required to report in this report
any failure to file by these dates.
All
of these filing requirements were satisfied by the Company’s Officers, Directors, and ten-percent holders.
In
making these statements, we have relied on the written representation of our Directors and Officers or copies of the reports that
they have filed with the Commission.
CODE
OF ETHICS
We
have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees
and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and
state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or
Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
SHAREHOLDER
PROPOSALS
Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations
for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently
have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process
or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management
or shareholders, and make recommendations for election or appointment.
A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this Information Statement.
ITEM
11. EXECUTIVE COMPENSATION
The
following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive
Officer and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended
January 31, 2021 and 2020:
SUMMARY
COMPENSATION TABLE
Name
and principal position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Compensation ($)
|
|
|
Option
Awards ($)
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
|
Nonqualified
Deferred Compensation Earnings ($)
|
|
|
All
Other Compensation ($)
|
|
|
Total
($)
|
|
Tan
Sri Barry Goh Ming Choon (1)
|
|
2021
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tan
Sri Barry Goh Ming Choon (1)
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
(1)
Tan Sri Barry Goh Ming Choon resigned from all positions with the Company, including but not limited to, that of President, Chief
Executive Officer, Treasurer, Secretary and Director on May 4, 2021.
None
of our directors have received monetary compensation since our inception to the date of this Annual Report on Form 10-K. We currently
do not pay any compensation to our directors serving on our Board of Directors.
STOCK
OPTION GRANTS
We
have not granted any stock options to our executive officers since our incorporation.
EMPLOYMENT
AGREEMENTS
We
do not have an employment or consulting agreement with any officers or Directors.
DIRECTORS’
COMPENSATION
The
following table sets forth directors’ compensation as of January 31, 2021 (2020: Nil)
Name
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Compensation ($)
|
|
|
Option
Awards ($)
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
|
Nonqualified
Deferred Compensation Earnings ($)
|
|
|
All
Other Compensation ($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tan
Sri Barry Goh Ming Choon (1)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
(1)
|
Tan
Sri Barry Goh Ming Choon resigned as director on May 4, 2021.
|
COMPENSATION
DISCUSSION AND ANALYSIS
DIRECTOR
COMPENSATION
Our
Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board
of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration
for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
EXECUTIVE
COMPENSATION PHILOSOPHY
Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors
reserves the right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock in consideration
for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive
officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is
intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors
has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in
the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
INCENTIVE
BONUS
The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion,
if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business
objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result
of the actions and ability of such executives.
LONG-TERM,
STOCK BASED COMPENSATION
In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we
may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion
of our Board of Directors, which we do not currently have any immediate plans to award.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table lists, as of January 31, 2021, the number of shares of Common Stock of our Company that are beneficially owned
by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock;
(ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial
ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using
“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person
is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or
direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.
The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any
pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The
percentages below are calculated based on 3,660,000 shares of our Common Stock issued and outstanding as of January 31, 2021.
We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our Common Stock.
Title of Class
|
|
Name and Address of Beneficial Owner
|
|
Number of Shares Owned Beneficially
|
|
|
Percent of
Class Owned
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
Tan Sri Barry Goh Ming Choon President, CEO, CFO, Secretary, Treasurer and Director A-07-01, Block A, Level 7, Sky Park One City Jalan USJ25/1, 47650 Subang Jaya Selangor Darul Ehsan, Malaysia (1)
|
|
|
Nil
|
|
|
|
0
|
%
|
All executive officers and directors as a group (1 person)
|
|
|
|
|
Nil
|
|
|
|
0
|
%
|
(1)
|
Tan
Sri Barry Goh Ming Choon resigned from all positions with the Company, including but
not limited to, that of President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Secretary and Chairman of the Board of Directors on May 4, 2021.
|
Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of
the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such
person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following
table does not necessarily reflect the person’s actual voting power at any particular date.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
None.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below
is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last
two fiscal years.
|
|
For the Year
Ended January 31,
2021
|
|
|
For the Year
Ended January 31,
2020
|
|
Audit fees
|
|
$
|
30,000
|
|
|
$
|
-
|
|
Audit related fees
|
|
|
-
|
|
|
|
3,180
|
|
Total
|
|
$
|
30,000
|
|
|
$
|
3,180
|
|
The
category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection
with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
The
category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
All
of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements by Weinberg & Company, P.A.
(2021 and 2020) were approved by our Board of Directors.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Exhibits
The
following exhibits are filed or “furnished” herewith:
*
Filed herewith.
(1)
|
Previously
filed and incorporated by reference to the Company’s Registration Statement on
Form S-1, as amended (File No. 333-166076), as filed with the Securities and Exchange
Commission on April 15, 2010.
|
(2)
|
Previously filed
as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on May 5, 2021.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
ODENZA
CORP.
|
|
(Name
of Registrant)
|
|
|
|
Date:
May 28, 2021
|
|
|
|
|
|
|
By:
|
/s/
Leung Chi Ping
|
|
|
President,
Chief Executive Officer and Chief Financial Officer
(Principal
Executive Officer and Principal Financial and Accounting Officer)
|
INDEX
TO FINANCIAL STATEMENTS
Report
of Independent Registered Public Accounting Firm
To
the Stockholders and Board of Directors of Odenza Corp.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Odenza Corp. (the “Company”) as of January 31, 2021 and 2020, and
the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States
of America.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, during the year ended January 31, 2021, the Company incurred a net loss, and at January
31, 2021 had a shareholders’ deficit. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in relation to these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit. We are a public accounting firm registered with the Public Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement, whether due to error fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for
our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material
to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which
it relates.
Going
Concern
As
described further in Note 1 to the financial statements, the Company has incurred losses since inception, and expects to incur additional
losses in the future. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business
plan and ultimately to attain profitable operations.
We
identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter due
to inherent complexities and uncertainties related to the Company’s projections of operations. Auditing management’s going
concern assessment involved especially challenging auditor judgment and audit effort due to the nature and extent of effort required
to address these matters.
The
primary procedures we performed to address this critical audit matter included:
|
●
|
We
evaluated the reasonableness of key assumptions underlying management’s conclusion
|
|
●
|
We
assessed management’s projections in the context of other audit evidence obtained during the audit and historical performance
to determine whether it was contradictory to the conclusion reached by management.
|
We
have served as the Company’s auditor since 2021.
/s/
Weinberg & Company, P.A.
Los
Angeles, California
May
28, 2021
ODENZA
CORP.
BALANCE
SHEETS
AS
OF JANUARY 31, 2021 AND 2020
(Expressed
in U.S. Dollars)
|
|
January 31, 2021
|
|
|
January 31, 2020
|
|
ASSETS
|
|
$
|
|
|
|
$
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
|
49,060
|
|
|
|
14,372
|
|
Due to related party
|
|
|
212,249
|
|
|
|
212,249
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
261,309
|
|
|
|
226,621
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 75,000,000 shares authorized 3,660,000 shares issued and outstanding, respectively
|
|
|
3,660
|
|
|
|
3,660
|
|
Additional paid-in capital
|
|
|
27,840
|
|
|
|
27,840
|
|
Accumulated deficit
|
|
|
(292,809
|
)
|
|
|
(258,121
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS’ DEFICIT
|
|
|
(261,309
|
)
|
|
|
(226,621
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to financial statements.
ODENZA
CORP.
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED JANUARY 31, 2021 AND 2020
(Expressed
in U.S. Dollars)
|
|
Year ended
January 31, 2021
|
|
|
Year ended
January 31, 2020,
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
-
|
|
|
|
-
|
|
General and administrative
|
|
|
34,688
|
|
|
|
18,956
|
|
Net loss
|
|
$
|
34,688
|
|
|
$
|
18,956
|
|
Net loss per share-basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Weighted average number of shares outstanding-basic and diluted
|
|
|
3,660,000
|
|
|
|
3,660,000
|
|
See
accompanying notes to financial statements.
ODENZA
CORP.
STATEMENTS
OF STOCKHOLDERS’ DEFICIT
FOR
THE YEARS ENDED JANUARY 31, 2020 AND 2021
(Expressed
in U.S. Dollars)
|
|
Common Stock
|
|
|
Additional Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Number
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance, January 31, 2019
|
|
|
3,660,000
|
|
|
$
|
3,660
|
|
|
$
|
27,840
|
|
|
$
|
(239,165
|
)
|
|
$
|
(207,665
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(18,956
|
)
|
|
|
(18,956
|
)
|
Balance, January 31, 2020
|
|
|
3,660,000
|
|
|
|
3,660
|
|
|
|
27,840
|
|
|
|
(258,121
|
)
|
|
|
(226,621
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(34,688
|
)
|
|
|
(34,688
|
)
|
Balance, January 31, 2021
|
|
|
3,660,000
|
|
|
$
|
3,660
|
|
|
$
|
27,840
|
|
|
$
|
(292,809
|
)
|
|
$
|
(261,309
|
)
|
See
accompanying notes to financial statements
ODENZA
CORP.
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED JANUARY 31, 2021 AND 2020
(Expressed
in U.S. Dollars)
|
|
Year ended
January 31, 2021
|
|
|
Year ended
January 31, 2020
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERARING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(34,688
|
)
|
|
$
|
(18,956
|
)
|
Change in operating liabilities
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
|
34,688
|
|
|
|
(4,364
|
)
|
NET CASH USED IN OPERATION
|
|
|
-
|
|
|
|
(23,320
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Due to related party
|
|
|
-
|
|
|
|
23,320
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
-
|
|
|
|
23,320
|
|
|
|
|
|
|
|
|
|
|
INCREASE IN CASH
|
|
|
-
|
|
|
|
-
|
|
CASH, BEGINNING OF YEAR
|
|
|
-
|
|
|
|
-
|
|
CASH, END OF YEAR
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
-
|
|
|
|
-
|
|
Income taxed paid
|
|
|
-
|
|
|
|
-
|
|
See
accompanying notes to financial statements.
ODENZA
CORP.
NOTES
TO THE FINANCIALS STATEMENTS
(Expressed
in U.S. Dollars)
1.
NATURE OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company was incorporated in the State of Nevada on July 16, 2009 and its year-end is January 31.
Going
concern
The
accompanying 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 financial statements,
for the year ended January 31, 2021, the Company incurred a net loss of $34,688, and at January 31, 2021, had a shareholder’s
deficit of $261,309. 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. These financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as a going concern.
The
Company has incurred losses since inception resulting in an accumulated deficit of $292,809 at January 31, 2021, and further losses
are anticipated in the development of its business. The Company’s ability to continue as a going concern is dependent upon
the ability of the Company to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional
capital through a private placement of its common stock or obtain further loans from related parties as needed.
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.
Basis
of presentation
These
accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United
States of America (“US GAAP”).
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.
Financial
instruments
The
Company follows the guidance of Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements and
Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a
three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level
1 : Observable inputs such as quoted prices in active markets;
Level
2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level
3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions
The
Company believes the carrying amount reported in the balance sheet for accrued liabilities, and due to related party, approximate
their fair values because of the short-term nature of these financial instruments.
Income
taxes
The
Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and
liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying
values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities
of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.
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 January 31, 2021 and 2020, the Company had no outstanding common stock equivalents.
Foreign
Currency Translation
Foreign
denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates
which prevailed at the balance sheet date. Expenses are translated at average rates of exchange during the period. Related translation
adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign
currency transactions are included in the results of operations.
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 January 31, 2021 and 2020, 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.
INCOME TAXES
The
Company had no income tax expense for the years ended January 31, 2021 or 2020. A reconciliation of the income tax expense determined
at the statutory income tax rate to the Company’s income taxes is as follows:
|
|
For the year ended
January 31, 2021
|
|
|
For the year ended
January 31, 2020
|
|
|
|
|
|
|
|
|
Loss before income tax:
|
|
$
|
(34,688
|
)
|
|
$
|
(18,956
|
)
|
United States of America statutory income tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
Income tax benefit computed at statutory income tax rate
|
|
|
(7,285
|
)
|
|
|
(3,981
|
)
|
Change in valuation allowance
|
|
|
7,285
|
|
|
|
3,981
|
|
Income tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Components of deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carry forwards
|
|
$
|
61,492
|
|
|
$
|
54,207
|
|
Less: valuation allowance
|
|
|
(61,492
|
)
|
|
|
(54,207
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
The
provisions of ASC Topic 740, “Accounting for Income Taxes”, require an assessment of both positive and negative evidence
when determining whether it is more likely than not that deferred tax assets are recoverable. For the year ended January 31, 2021,
including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax
assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax
assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence
exists to support reversal of the valuation allowance.
The
Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not”
that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded
in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties
related to uncertain tax positions. As of January 31, 2020, no liability for unrecognized tax benefits was required to be recorded
or disclosed.
The
Company has not filed income tax returns in the United States of America. Upon filing there could be penalties and interest assessed.
As the Company has incurred losses since inception there is no anticipated exposure to penalties for income tax liability. However,
certain jurisdictions may assess penalties for failing to file returns and other disclosures and for failing to file other supplemental
information associated with foreign ownership, debt and equity position. Management has considered the likelihood and significance
of possible penalties associated with its current and intended filing positions and has determined that such penalties, if any,
would not be expected to be material.
4.
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.