10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-Q

(Mark one)

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

For the quarterly period June 30, 2019

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

For the transition period from ______________ to _____________

Commission file number 333-127389

PLYZER TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada	99-0381956
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

47 Avenue Road, Suite 200

Toronto, ON Canada M5R 2G3

(Address of principal executive offices)(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation ST 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, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer  [  ]	Accelerated filer  [  ]
Non-accelerated filer  [  ]	Smaller reporting company  [X]
Emerging growth company  [  ]

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of September 6, 2019, there were 92,125,158 shares of the Issuer's common stock, par value $0.001 per share outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

2

INDEX
PART I	FINANCIAL INFORMATION	4
Item 1	Condensed Consolidated Financial Statements	4
Item 2	Management’s Discussion and Analysis or Plan of Operations	5
Item 3	Quantitative and Qualitative Disclosures about Market Risk	10
Item 4	Controls and Procedures	10
PART II	OTHER INFORMATION	11
Item 1	Legal Proceedings	11
Item 1A	Risk Factors	11
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3	Defaults upon Senior Securities	11
Item 4	Mine Safety Disclosures	11
Item 5	Other Information	11
Item 6	Exhibits	11
Signature		12

3

PART I. FINANCIAL INFORMATION

Item 1 - Financial Statements

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets (unaudited)	F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)	F-3
Condensed Consolidated Statement of Stockholders’ Equity(Deficit) (unaudited)	F4
Condensed Consolidated Statements of Cash Flows (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (unaudited)	F-6

4

Plyzer Technologies Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2019		March 31, 2019
ASSETS
CURRENT ASSETS
Cash	$	262,320	$	183,439
Accounts receivable		36,664		-
Prepayment to a related party		56,448		-
Other receivable and prepaid expenses		145,710		20,887
Total current assets		501,142		204,326
Furniture and equipment, net		66,441		2,615
Investments		86,443		-
Total Assets	$	654,026	$	206,941
LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	277,482	$	47,989
Payable to a related party		293,341		-
Advances from director and shareholder		310,346		264,733
Convertible debt		421,984		306,648
Derivative liabilities		3,862,433		2,110,425
Total Current Liabilities	$	5,165,586	$	2,729,795
Total Liabilities	$	5,165,586	$	2,729,795
STOCKHOLDERS’ EQUITY(DEFICIT)
Common stock, $0.001 par value, authorized  300,000,000 shares; 88,216,852 shares issued    and outstanding at June 30, 2019 and 84,330,955    at March 31, 2019		88,216		84,330
Common stock subscribed		-		300
Additional paid-in capital		29,139,755		28,015,297
Accumulated other comprehensive income		67,135		67,653
Accumulated deficit	$	(33,806,666)	$	(30,690,434)
Total Stockholders’ Equity(Deficit)		(4,511,560)		(2,522,854)
Total Liabilities and Stockholders’ Equity (Deficit)	$	654,026	$	206,941

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

F-1

Plyzer Technologies Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

Three months ended June 30,	2019		2018
REVENUES	$	33,902	$	-
OPERATING EXPENSES:
Development costs		186,592		283,458
Salaries and benefits		175,817		-
Selling and marketing		193,008		-
General and administrative expenses		55,208		11,554
Professional fees		95,685		29,300
Consulting fees		272,575		23,726
Total expenses	$	978,885	$	348,038
Loss from operations		(944,983)		(348,038)
Other income (expense)
Premium on early settlement of convertible loans		(159,545)		(21,975)
Derivative (loss) gain		(1,345,964)		53,496
Interest and amortization expense		(665,740)		(209,159)
Net loss		(3,116,232)		(525,676)
Other comprehensive gain(loss)		(518)		1,582
Comprehensive (loss)	$	(3,116,750)	$	(524,094)
Net loss per share, basic and diluted	$	(0.04)	$	(0.01)
Number of weighted average common shares outstanding, basic and diluted		87,213,030		43,183,271

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

F-2

Plyzer Technologies Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

Three Months Ended June 30, 2019 and 2018

(Unaudited)

	Number of shares	Common stock		Common stock subscribed		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Total stockholders' equity(deficit)
BEGINNING BALANCE, April 1, 2018	43,183,271	$	43,183	$	-	$	3,901,238	$	(5,125,413)	$	65,353	$	(1,115,639)
Derivative liabilities reclassified as additional paid in capital due to conversion of notes							65,914						65,914
Translation differences	-		-		-		-		-		1,582		1,582
Net loss									(525,676)				(525,676)
ENDING BALANCE, June 30, 2018	43,183,271	$	43,183	$	-	$	3,967,152	$	(5,651,089)	$	66,935	$	(1,573,819)
BEGINNING BALANCE, April 1, 2019	84,330,955		84,330		300		28,015,297		(30,690,434)		67,653		(2,522,854)
Common stock issued for services provided	1,240,000		1,240				258,560						259,800
Common stock issued under private placement	1,550,000		1,550		(300)		248,750						250,000
Common stock issued upon conversion of notes	1,095,897		1,096				94,333						95,429
Derivative liabilities reclassified as additional paid in capital due to conversion of notes							522,815						522,815
Translation differences											(518)		(518)
Net loss									(3,116,232)				(3,116,232)
ENDING BALANCE, June 30, 2019	88,216,852	$	88,216	$	-	$	29,139,755	$	(33,806,666)	$	67,135	$	(4,511,560)

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

F-3

Plyzer Technologies Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three months ended June 30,	2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,116,232)	$	(525,676)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		4,955		654
Interest and fees settled in shares		6,903		-
Stock compensation		259,800		-
Amortization of debt discount on convertible notes		599,770		194,718
Derivative (gain)loss		1,345,964		(53,496)
Changes in operating assets and liabilities
(Increase) decrease in receivable and prepayment		(161,487)		2,317
(Increase) in prepayment to a related party		(56,448)		-
Increase in payable to a related party		293,341		-
Increase in accounts payable and accrued   liabilities		229,493		32,222
Net cash used by operating activities	$	(593,941)	$	(349,261)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment		(68,780)		-
Investment		(86,443)		-
Net cash (used in) investing activities	$	(155,223)	$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from director and stockholder		293,730		-
Payments on director and stockholder advances		(248,117)		(22,531)
Proceeds from common shares issued		250,000		-
Payments on convertible loans		(392,500)		(71,000)
Proceeds from convertible loan		925,450		218,800
Net cash provided by financing activities	$	828,563	$	125,269
Effects of exchange rates on cash	$	(518)	$	1,582
Net increase (decrease) in cash		78,881		(222,410)
Cash, beginning of period		183,439		261,575
Cash, end of period	$	262,320	$	39,165
SUPPLEMENTAL DISCLOSURES
Cash paid during the period
Income taxes	$	-	$	-
Interest paid	$	19,645	$	4,679
Non-Cash Investing and Financing Activities
Convertible note and accrued interest converted into common shares	$	95,429	$	(229,136)
Fair value of warrants issued		-	$	20,485,440
Derivative liability reclassified as additional paid in capital	$	522,815	$	65,914

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

F-4

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)Business Description 

Plyzer Technologies Inc. (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, and through its subsidiaries, is a provider of custom, real-time, cloud-based business intelligence solutions for brands to analyze critical online price and market data.

Plyzer Spain, a wholly owned subsidiary, commenced its operations in April 2019 and signed its first customer on June 20, 2019.

(B)Basis of Presentation 

The unaudited interim financial statements as of June 30, 2019 and for the three months ended June 30, 2019 and 2018 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting.

(C)Consolidation 

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

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

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

c.)Plyzer Technologies Spain s.l., a wholly owned subsidiary incorporated in Spain in April 2019 

d.)PlyzerCan Intelligence Ltd., a wholly owned subsidiary incorporated in Ontario, Canada in June 2019. The subsidiary has not yet commenced any operations. 

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

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended March 31, 2019. The significant accounting policies followed are the same as those detailed in the said Annual Report except for the following new policies which were effective April 1, 2019:

Revenue Recognition

We adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

We recognize revenues when we satisfy a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset.

F-5

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

To achieve that core principle, we apply the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer.

Revenue is recorded net of value-added tax.

Accounts Receivable and Allowances

Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to our customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required.

We determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. We may also record a general allowance as necessary.

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we should abandon such efforts.

Leases

The Company adopted the new lease accounting standard ASC 842 effective April 1, 2019. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company does not currently have any leases over twelve months.

Use of Estimates

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

F-6

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

Basic and Diluted Loss Per Share

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

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2019 excludes potentially dilutive securities of 26,324,037 shares underlying share purchase warrants and convertible notes, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

	June 30, 2019	March 31, 2019
Stock purchase warrants	8,350,000	6,800,000
Convertible loans	17,974,037	12,962,867
	26,324,037	19,762,867

NOTE 2 - GOING CONCERN

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

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by seeking equity and/or debt financing. While the Company has so far been successful in raising the required capital through debt and equity financing, management cannot provide any assurances that the Company will continue to be able to raise the funding required to complete its development work and commercial launch of the portal successfully in future.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.

F-7

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

In August 2018, the FASB issued authoritative guidance regarding Fair Value Measurement: Disclosure Framework, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The standard is effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted.

In August 2018, the FASB issued authoritative guidance regarding Intangibles - Goodwill and Other - Internal-Use Software, which aligns the requirements for a customer to capitalize implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted.

The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at the time. The Company has determined that the adoption of the above recently adopted accounting pronouncements will not have an impact on the financial statements.

NOTE 4 - OTHER RECEIVABLE AND PREPAID EXPENSES

	June 30, 2019		March 31, 2019
Rent deposit	$	3,006	$	2,960
Taxes receivable (i)		66,704		7,903
Advances to Plyzer Spain		-		3,421
Prepaid cost (ii)		76,000		6,603
Balance, at end of period	$	145,710	$	20,887

(i)includes $57,466 relating to tax, subsidy and other government benefits receivable by Plyzer Spain 

(ii)includes fee of $72,750 paid in advance to a consultant 

NOTE 5 - INVESTMENT

On April 10, 2019, the Company invested $86,443 (€ 76,641) in a private company in Spain, Auxistencia SL. The Company’s investment is less than 10% of the equity of Auxistencia SL and is accounted for at cost which is considered equivalent to its fair value.

As at June 30, 2019, the management evaluated the investment for any impairment and concluded that there was none.

NOTE 6 - CONVERTIBLE DEBTS

		June 30, 2019		March 31, 2019
Principal balance, at beginning of period		$	1,295,455	$	542,614
Accrued interest and fees			42,541		52,864
Converted to additional paid in capital			(94,333)		(834,293)
Converted to common stock			(1,096)		(4,404)
Convertible notes settled in cash	i		(392,500)		(519,436)
Convertible notes issued	ii		995,450		2,040,600
Unamortized debt discount			(1,423,533)		(971,297)
Balance, at end of period		$	421,984	$	306,648

F-8

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

(i)During the three months ended June 30, 2019, the Company paid off seven (two during the six months to June 30, 2018) loans in cash for a total amount of $571,002 ($97,654 for the three months to June 30, 2018) as follows: 

For the three months ended June 30,	2019		2018
Principal amount of loan	$	392,500	$	71,000
Premium on early settlement		158,857		21,975
Accrued interest		19,645		4,679
	$	571,002	$	97,654

(ii)During the three months ended June 30, 2019, the Company entered into convertible notes agreements with independent lenders totaling to $995,450. The following is a summary of the main terms of these agreements: 

Three months ended June 30,	2019	2018
Number of new loan notes issued	14	4
Total amount of the loans	$                                                995,450	$                                    218,800
Interest rates	from 8% to 12%	from 8% to 12%
Period of loans	nine months to one year	nine months to one year
Conversion terms	The conversion price is a variable conversion price which varies from 60 % to 61% the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days prior to the conversion date.	The conversion price is a variable conversion price which varies from 60% to 61% of the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days  prior to the conversion date.
Prepayment terms	prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days	prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days
Prepayment term	prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days	prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days

One loan with a balance of $8,705 was due on March 15, 2019 but remained unpaid on that date. The terms of the loan agreement provides that on default the loan is immediately payable at 150% of the outstanding amount.

F-9

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

NOTE 7 - DERIVATIVE LIABILITIES

	June 30, 2019		March 31, 2019
Balance, at beginning of period	$	2,110,425	$	933,198
Derivative additions associated with convertible notes on issuance	$	928,859		2,040,191
Day one loss on derivatives		403,406		539,087
Change in fair value as at period end		942,558		169,818
Value transferred to paid in capital on conversion of convertible notes		(522,815)		(1,571,869)
Balance, at end of period	$	3,862,433	$	2,110,425

Since the convertible loan notes issued during the period have a beneficial conversion feature which is contingent upon future market prices, they did not meet the conditions necessary for equity classification and as a result, the embedded conversion feature is considered a derivative liability.

The fair value of the derivative was estimated on the issue date and subsequently re-measured on June 30, 2019 using the Black-Scholes valuation technique, using the following assumptions:

	2019		2019
	Issue date	June 30, 2019	Issue date	March 31, 2019
Expected dividend	nil	nil	nil	nil
Risk free interest rate	2.96%	2.96%	2.96%	2.96%
Expected volatility	102% -167%	139%	102% -167%	120%
Expected term	219 days -365 days	15 days - 361 days	91 days -365 days	66 days - 361 days

NOTE 8 - COMMON STOCK

Three months ended June 30, 2019:

(a)Seven convertible notes plus accrued interest were converted into 1,095,897 shares for a total value of $95,429. 

(b)The Company raised $250,000 under a private placement, which were subscribed by three subscribers who were issued 1,550,000 shares at an average price of $0.20 per share and equal number of warrants convertible into equal number of shares at an exercise price of $0.50 per share within two years of their issuance. 

(c)1,240,000 shares were issued to thirteen consultants valued at $259,800 

There was no common stock activity during the three months ended June 30, 2018.

At June 30, 2019 and March 31, 2019, the Company had 300,000,000 common shares of par value $0.001 common stock authorized.

NOTE 9 - WARRANTS

During three months ended June 30, 2019, the Company issued 1,550,000 warrants in connection with the private placement. The relative fair value of these warrants issued was estimated at $194,056 using the Black-Scholes valuation technique. The warrants are convertible into equal number of shares at an exercise price of $0.50 per share within two years of their issuance.

F-10

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

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

Expected dividend	nil
Risk free interest rate	3%
Expected volatility	105%
Expected term	2 years

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

The following are the movements in warrants during the three months ended June 30, 2019:

	June 30, 2019		March 31, 2019
	No. of Warrants	Weighted average exercise price	No. of Warrants	Weighted average exercise price
Outstanding - beginning of year	6,800,000	$ 0.24	5,900,000	$ 0.20
Issued	1,550,000	$ 0.50	34,900,000	$ 0.02
Exercised	-	$       -	(34,000,000)	$ 0.0025
Outstanding - end of year	8,350,000	$ 0.29	6,800,000	$ 0.24

The aforementioned warrants have an average remaining life of approximately 0.62 year as at June 30, 2019 (0.57 year as at March 31, 2019).

NOTE 10 - RELATED PARTY TRANSACTIONS

ADVANCES FROM DIRECTOR AND STOCKHOLDER

	June 30, 2019		March 31, 2019
Balance, beginning of year	$	264,733	$	195,009
funds received		293,730		136,213
funds paid		(248,117)		(66,489)
Balance, end of year	$	310,346	$	264,733

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

CONSULTING FEES

Consulting fees include fees charged by the CEO of $9,000 for the three months ended June 30, 2019. ($9,000 for the three months ended June 30, 2018).

DEVELOPMENT COSTS.

Development costs include fee of $123,308 (three months ended June 30, 2018: $262,310) charged by Lupama, a company controlled by the CEO of the Company’s subsidiary.

SELLING AND MARKETING

Includes expenses of $160,181 charged by Lupama. (June 30, 2018: $ nil).

F-11

Plyzer Technologies Inc.

Three months ended June 30, 2019

Notes to Unaudited Condensed Financial Statements

NOTE 11 - SUBSEQUENT EVENTS

On July 7, 2019, the Company increased its authorized capital to 300 million common shares with $0.001 par value from 200 million common shares with $0.001 par value.

The Company has reviewed events subsequent to June 30, 2019 through the date these financial statements were issued and determined there are no additional events requiring disclosure.

F-12

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

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

Overview

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

Our administrative office is located at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3. Our telephone number is (416) 860-0211. Our fiscal year end is March 31. Rent for this office is paid on a month to month basis with no lease agreement. Our Canadian subsidiaries signed one-year lease on January 1, 2019 for premises at 67 Portland St., Toronto, Ontario M5V 2M9, Canada which will expire on December 31, 2019.

Plyzer Technologies Inc. is a provider of custom, real-time, cloud-based business intelligence solutions for brands to analyze critical online price and market data. Plyzer’s highly customizable dashboard enables country, regional and local sales, production and logistics operations to adapt to prevailing market conditions quickly. The Company’s technology is also being used to provide real-time price comparison reporting to the consumer market. These solutions are both driven by Plyzer’s proprietary artificial intelligence and machine learning technologies.

The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes of the Company for the three months ended June 30, 2019 and the audited financial statements and notes for the year ended March 31, 2019.

Business Plan and Strategy

The Company’s business plan focuses on three main projects:

Plyzer.com

A comparison engine for prices of over the counter medical products currently available in Spain and Canada. Users can search for the stores selling the products of their choosing focusing on the lowest prices but also by proximity. The prices of the products vary and are compared across more than 400 stores.

Plyzer Intelligence

A tool built on artificial intelligence through internally developed algorithms, machine learning, geo-localization and product matching. It allows companies to apply business intelligence to their decisions through the simplification of big data. Brands and retailers can learn more about how their products, as well as their competitors’ products, are performing online.

CA.NNABIS

Cannabis products can vary in prices across the internet at sometimes reaching over 70% in price difference. The goal of Ca.nnabis is to help end users achieve maximum savings with every purchase by showing the end user all the different websites that sell a specific product or group of products, discovering stores by proximity is also possible.

Key development during the three months ended June 30, 2019

In April 2019, Plyzer Spain, the Company’s wholly owned subsidiary, became fully operational. It currently rents, on a month to month basis office space from Lupama, and hired the following teams:

·Management includes Chief Executive officer, Chief Technology officer, Chief operating officer and Office manager 

·Crawling team of a manager, four crawling experts and two crawling developers 

5

·Core developers’ team of two tech leaders and four developers 

·Artificial intelligence developer team of two tech leaders and four developers 

·Marketing - press and communication teams of two journalists, one graphic designer and one trade marketing expert 

·Sales team of one sales manager and five salesmen 

Spanish subsidiaries also began seeking customers for its Plyzer.com and Plyzer intelligence platforms and secured its first contract in Spain.

Testing work on three platforms detailed above was completed and they are all now commercially ready. Most of the development work carried out during the three months to June 30, 2019 related to completion and upgrading the three platforms.

Results of operations

For the three months ended June 30, 2019, the Company had a net loss of approximately $3 million, while its operating loss was approximately $945,000 compared to the operating loss of $348,000 for the three months ended June 30, 2018. Significant increase in operating expenses are due to setting up of  a fully operational office in Spain as explained under business plan and strategy section, hiring of new staff, joining bonus paid in shares to these staff and marketing campaigns launch, these costs contributed to approximately $600,000 to the operating costs.

Revenues

The Company generated its first sale during the three months to June 30, 2019, which generated revenue of approximately $34,000. Spanish subsidiary initiated long term contract discussions with several potential clients including:

·Aboca 

·ISDIN 

·VIñas 

·DAMM 

·Acofarma 

·Sunstar Iberia 

·Reva Health 

There was no revenue for the three months ended June 30, 2018.

Professional Fees

Professional fees for the three months ended June 30, 2019 included review fee of $3,500 charged by the auditors and legal fees of $92,185 comprising due diligence and processing fees charged in connection with the new convertible loan notes. Increase in legal costs was in line with the increase in the number and value of new loan notes from 4 during the three months to June 30, 2018 to 14 during the three months to June 30, 2019.

Fees for the three months ended June 30, 2018 included legal fees of $24,150 and audit and review fee of $5,150. Increase in legal fee was mainly due to increasing number of convertible loan notes issued, each of which involved due diligence and legal paperwork. There were four new notes issued for a total of approximately $218,000 during this period.

Consulting fees

Consulting fee for the three months ended June 30, 2019 included fee charged by the CEO of $9,000 and $187,000 representing value of shares issued to the staff of Spanish subsidiary as a joining bonus and other consultants. The balance of approximately $77,000 was charged by consultants who provided accounting, administrative, business strategy and financial services.

6

Consulting fees included fee of $9,000 charged by the CEO and the Balance $14, 726 was charged by third parties for accounting, administrative and financial services.

Development costs

Development costs for the three months ended June 30, 2019 reduced to $186,592 from $283,458 during the same period last year. Main reasons for the reduction were completion of most of the development work during the fiscal 2019 and discontinuation of outsourcing to Lupama and bringing all development work in -house in the Spanish subsidiary.

Much of the development work related to collection of data (crawling) from the web and making qualitative and quantitative improvements in the three platforms described elsewhere in this report. Qualitative improvements included product matching and core content improvements. Data collection for the period included

Spain

·Products: 26081 

·Total Crawled prices: 3081937 Daily 

Canada

·Products: 818 

·Total Crawled prices: 660315 Daily 

Cannabis

·Products: 40672 

·Total Crawled prices: 167901Daily 

Salaries and benefits

Spanish subsidiary became fully operational in April 2019. It hired various staff as follows:

·Chief executive officer 

·Chief technology officer 

·Chief operating officer 

·1 Office Manager 

Crawling Team

·1 crawling manager 

·4 crawling experts 

·2 crawling developers 

Core Developers Team

·2 tech leaders developers 

·4 developers 

AI developers’ team

·2 tech leaders developers 

·4 developers 

Press and Communication + Marketing

·2 journalists 

·1 graphic designer 

·1 Trade Marketing 

Sales Team

·1 sales manager 

·5 salesmen 

7

Salaries and benefits relate to these staff.

There were no employees during the three months ended June 30, 2018.

Selling and marketing

Selling and marketing costs for the three months ended June 30, 2019 related to marketing efforts at Plzer Spain and included approximately $160,000 charged by Lupama for various marketing campaigns carried out for Player Spain.

Key marketing efforts included:

Press and Communication

·Maintenance and updating of journalists, medias, bloggers, etc. database 

·MediaStatups: networking event (Barcelona) to connect Startups & journalists 

·Update the communication plan and offline and online media strategy 

·Connect to spanish startups network: El referente 

·Create of communication supports and brochures for Plyzer Intelligence 

·Create of sales supports and brochures for Plyzer Intelligence 

·Creation of precise content aimed at specific media targets 

Contact with journalists and follow Media impacts:

·La Vanguardia, one page: 

·Radio Interview (national channel) 28’30’’ 

·Press Release - (+20 media impacts) 

Creating and updating Blogs, twitter, Linkedin an dother social media

Trade shows:

·Brand & Retail Experience World Congress: stand and speech, contact with press and potential clients and partners. 

·BizBarcelona: speech, contact with press and potential partners 

Social Media

·Implement brand’s identity on Ca.nnabis 

·Keep and adapt the strategy for Plyzer.com 

·Adapt Social Media Plan and Online Marketing Strategy Plan to Summer season. 

·Update and Analysis Competitors by Benchmarking 

There were no such expenses for the three months ended June 30, 2018 as the Company was still in development stage.

General and administrative expenses

General and administrative costs for the three months to June 30, 2019 increased to $55,208 from $11,554 for the three months to June 30, 2018. Plyzer Spain subsidiary, which was incorporated in April 2019, incurred approximately $37,000 of the total expenses. Other costs which included rent for the Toronto office, transfer agent fees etc. remained more or less consistent.

Significant items included in the general and administrative costs for the three months ended June 30, 2018 included rent of $8,545 for three months for the Toronto office and transfer agent fees of $1,360. The transfer agent fees were lower this quarter compared to the fiscal 2018 quarter due to absence of any conversion of the convertible loans.

Interest Expense

Interest expense during the three months ended June 30, 2019 related to approximately 38 convertible unsecured loans, including 11 loans prepaid during the period and 14 new loan notes issued. Interest ranged from 8% to 12% per annum. Also included was amortization of debt discount of $599,770.

8

Interest expense during the three months ended June 30, 2018 related to approximately 17 convertible unsecured loans, including two loans prepaid during the period and three new loan notes issued. Interest ranged from 5% to 12% per annum. Also included was amortization of debt discount of $194,718.

Financial Condition, Liquidity and Capital Resources

For the three months ended June 30, 2019, the Company generated a negative cash flow from operations of $593,941 (three months to June 30, 2018: negative cash flow of $349,261) , which was primarily met from existing cash, proceeds from the convertible loans and advances from the director and shareholder. As of June 30, 2019, the Company had cash of $262,320 (as at March 31, 2019:  $183,439).

The Company has started generating revenue from its three platforms; however, revenue currently is not sufficient to meet all its operating needs and thus the Company will continue to be dependent upon financing raised through equity and debts and advances from its director and shareholders.

Our present material commitments is to maintain offices of our subsidiaries and increasing our efforts in securing more customers and increase revenues and professional and administrative fees and expenses associated with the preparation of our filings and other regulatory requirements.

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

Investing activities

For three months ended June 30, 2019, Plyzer Spain purchased furniture and equipment of approximately $69,000 and invested $86,000 in a private company in Spain.

There was no new investment during the three months ended June 30, 2018.

Financing activities

During the three months ended June 30, 2019, the Company raised 250,000 through private placement (see Note 8 of the unaudited consolidated financials for the period), $925,450 through convertible notes and settled convertible notes of $392,500 in cash (see Note 6 of the unaudited consolidated financials for the period) and borrowed net of $45,613 from the director and a shareholder (see Note 10 of the unaudited consolidated financials for the period).

The Company raised net $125,269 through shareholder advances and debt financing during the three months ended June 30, 2018.

Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have an accumulated deficit of approximately $ 33.8 million. The Company realized a net loss from operations of $944,983 and $348,038, respectively, for the three months ended June 30, 2019 and 2018. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s subsidiary, Plyzer Spain has enrolled one customer and generated a small revenue for the three months ended June 30, 2019. It has also made extensive efforts in securing more customers and increase its revenues. The Company continued to secure additional convertible loans and equity financing and has raised approximately $673,000 to date through equity and debt financing. However, there is no guarantee that efforts to raise further financing will success or result in the availability of the required funding.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off-balance sheet arrangements

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

9

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

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

Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the three months ended June 30, 2019 except that Plyzer Spain which became operative during the period has its own accountant and control system which are not overseas by anyone at the corporate level.

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

10

PART II. OTHER INFORMATION

Item 1- Legal Proceedings

None.

Item 1A - Risk Factors

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

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

None.

Item 3 - Defaults upon Senior Securities

None

Item 4 - Mine Safety Disclosures

None

Item 5 - Other Information

None

Item 6 - Exhibits

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

Exhibit Number	Descriptions
31	*Certification of the Chief Executive and Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32	*Certification of the Chief Executive and Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101	*The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 has been formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statement of Cash Flows, and (iv) Notes to Financial Statements

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

*Filed herewith. 

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

Current report on 8-K filed on June 20, 2019

11

SIGNATURE

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

Plyzer Technologies Inc.

By: /s/ Terence Robinson

Terence Robinson

Chief Executive and Financial Officer,

President and Chairman of the Board*

Date:  September 11, 2019

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

12

EX-31

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule

13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Terence Robinson, hereby certify that:

(1) I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2019 (the “report”) of Plyzer Technologies Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 11, 2019	/s/ Terence Robinson
	Terence Robinson Chief Executive and Financial Officer (principal executive and financial officer)

EX-32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Plyzer Technologies Inc. a Nevada corporation (the "Company"), does hereby certify, to the best of his knowledge, that:

1. The Quarterly Report on Form 10-Q for the period ending June 30, 2019 (the "Report") of the Company complies in all material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Terence Robinson

Terence Robinson

Chief Executive and Financial Officer

(Principal executive and financial officer)

Date: September 11, 2019

XML

BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	June 30, 2019	March 31, 2019
Stock purchase warrants	8,350,000	6,800,000
Convertible loans	17,974,037	12,962,867
Total	26,324,037	19,762,867

XML

BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable and Allowances, Policy (Policies)

3 Months Ended

Jun. 30, 2019

Policies

Accounts Receivable and Allowances, Policy

Accounts Receivable and Allowances

Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to our customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required.

We determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. We may also record a general allowance as necessary.

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we should abandon such efforts.

XML

DERIVATIVE LIABILITIES DISCLOSURE: Schedule of Derivative Liabilities (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Derivative Liabilities

	June 30, 2019		March 31, 2019
Balance, at beginning of period	$	2,110,425	$	933,198
Derivative additions associated with convertible notes on issuance	$	928,859		2,040,191
Day one loss on derivatives		403,406		539,087
Change in fair value as at period end		942,558		169,818
Value transferred to paid in capital on conversion of convertible notes		(522,815)		(1,571,869)
Balance, at end of period	$	3,862,433	$	2,110,425

XML

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (3,116,232)	$ (525,676)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	4,955	654
Interest and fees settled in shares	6,903	0
Stock compensation	259,800	0
Amortization	599,770	194,718
Derivative gain (loss)	1,345,964	(53,496)
Changes in operating assets and liabilities
(Increase) decrease in receivable and prepayment	(161,487)	2,317
(Increase) in prepayment to a related party	(56,448)	0
Increase in payable to a related party	293,341	0
Increase in accounts payable and accrued liabilities	229,493	32,222
Net cash used by operating activities	(593,941)	(349,261)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment	(68,780)	0
Payments for investment	(86,443)	0
Net cash (used in) investing activities	(155,223)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Net advances from director and stockholder	293,730	0
Payments on director and stockholder advances	(248,117)	(22,531)
Proceeds from common shares issued	250,000	0
Payments on convertible loans	(392,500)	(71,000)
Proceeds from convertible loans	925,450	218,800
Net cash provided by financing activities	828,563	125,269
Effects of exchange rates on cash	(518)	1,582
Net increase (decrease) in cash	78,881	(222,410)
Cash, beginning of period	183,439	261,575
Cash, end of period	262,320	39,165
SUPPLEMENTAL DISCLOSURES
Income taxes	0	0
Interest paid	19,645	4,679
Non-Cash Investing and Financing Activities
Common stock issued upon conversion of notes	95,429	(229,136)
Fair value of warrants issued	0	20,485,440
Derivative liability reclassified as additional paid in capital	$ 522,815	$ 65,914

XML

DERIVATIVE LIABILITIES DISCLOSURE: Schedule of Derivative Liabilities (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019
Details
Derivative additions associated with convertible notes	$ 928,859	$ 2,040,191
Gain (loss) on derivatives	403,406	539,087
Change in fair value as at period end	942,558	169,818
Value transferred to paid in capital on conversion of convertible notes	(522,815)	$ (1,571,869)
Derivative liabilities	$ 3,862,433		$ 2,110,425

XML

RELATED PARTY TRANSACTIONS DISCLOSURE: Schedule of Advances from Stockholder and Director (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019
Details
Advances from related parties	$ 293,730	$ 0
Repayments of related party advances	248,117	$ 22,531
Advances from related parties, net	$ 310,346		$ 264,733

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2019	Mar. 31, 2019
CURRENT ASSETS
Cash	$ 262,320	$ 183,439
Accounts receivable, net	36,664	0
Prepayment to a related party	56,448	0
Other receivable and prepaid expenses	145,710	20,887
Total current assets	501,142	204,326
Furniture and equipment, net	66,441	2,615
Investments	86,443	0
Total Assets	654,026	206,941
CURRENT LIABILITIES
Accounts payable and accrued liabilities	277,482	47,989
Payable to a related party	293,341	0
Advances from director and shareholder	310,346	264,733
Convertible debt, net	421,984	306,648
Derivative liabilities	3,862,433	2,110,425
Total Current Liabilities	5,165,586	2,729,795
Total Liabilities	5,165,586	2,729,795
STOCKHOLDERS' EQUITY(DEFICIT)
Common stock, $0.001 par value, authorized 300,000,000 shares; 88,216,852 shares issued and outstanding at June 30, 2019 and 84,330,955 at March 31, 2019	88,216	84,330
Common stock subscribed	0	300
Additional paid-in capital	29,139,755	28,015,297
Accumulated other comprehensive income	67,135	67,653
Accumulated deficit	(33,806,666)	(30,690,434)
Total Stockholders' Equity(Deficit)	(4,511,560)	(2,522,854)
Total Liabilities and Stockholders' Equity (Deficit)	$ 654,026	$ 206,941

XML

CONVERTIBLE DEBTS DISCLOSURE (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Details
Payments on convertible loans	$ 392,500	$ 71,000

XML

DERIVATIVE LIABILITIES DISCLOSURE: Schedule of Fair Value Assumptions Used (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Fair Value Assumptions Used

	2019		2019
	Issue date	June 30, 2019	Issue date	March 31, 2019
Expected dividend	nil	nil	nil	nil
Risk free interest rate	2.96%	2.96%	2.96%	2.96%
Expected volatility	102% -167%	139%	102% -167%	120%
Expected term	219 days -365 days	15 days - 361 days	91 days -365 days	66 days - 361 days

XML

BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	26,324,037	19,762,867
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,350,000	6,800,000
Convertible Debt Securities
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	17,974,037	12,962,867

XML

SUBSEQUENT EVENTS DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

SUBSEQUENT EVENTS DISCLOSURE

NOTE 11 - SUBSEQUENT EVENTS

On July 7, 2019, the Company increased its authorized capital to 300 million common shares with $0.001 par value from 200 million common shares with $0.001 par value.

The Company has reviewed events subsequent to June 30, 2019 through the date these financial statements were issued and determined there are no additional events requiring disclosure.

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DERIVATIVE LIABILITIES DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

DERIVATIVE LIABILITIES DISCLOSURE

NOTE 7 - DERIVATIVE LIABILITIES

	June 30, 2019		March 31, 2019
Balance, at beginning of period	$	2,110,425	$	933,198
Derivative additions associated with convertible notes on issuance	$	928,859		2,040,191
Day one loss on derivatives		403,406		539,087
Change in fair value as at period end		942,558		169,818
Value transferred to paid in capital on conversion of convertible notes		(522,815)		(1,571,869)
Balance, at end of period	$	3,862,433	$	2,110,425

Since the convertible loan notes issued during the period have a beneficial conversion feature which is contingent upon future market prices, they did not meet the conditions necessary for equity classification and as a result, the embedded conversion feature is considered a derivative liability.

The fair value of the derivative was estimated on the issue date and subsequently re-measured on June 30, 2019 using the Black-Scholes valuation technique, using the following assumptions:

	2019		2019
	Issue date	June 30, 2019	Issue date	March 31, 2019
Expected dividend	nil	nil	nil	nil
Risk free interest rate	2.96%	2.96%	2.96%	2.96%
Expected volatility	102% -167%	139%	102% -167%	120%
Expected term	219 days -365 days	15 days - 361 days	91 days -365 days	66 days - 361 days

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WARRANTS DISCLOSURE: Schedule of Valuation Assumptions, Warrants (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Valuation Assumptions, Warrants

Expected dividend	nil
Risk free interest rate	3%
Expected volatility	105%
Expected term	2 years

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OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE: Schedule of Other Receivables and Prepaid Expenses (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Prepaid expenses and deposits	$ 145,710	$ 20,887
Rent Deposit
Prepaid expenses and deposits	3,006	2,960
Taxes Receivable
Prepaid expenses and deposits	66,704	7,903
Advances to Plyzer Spain
Prepaid expenses and deposits	0	3,421
Prepaid Costs Other
Prepaid expenses and deposits	$ 76,000	$ 6,603

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CONVERTIBLE DEBTS DISCLOSURE: Schedule of Debt Conversions Terms (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Details
Proceeds from convertible loans	$ 925,450	$ 218,800

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RELATED PARTY TRANSACTIONS DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

RELATED PARTY TRANSACTIONS DISCLOSURE

NOTE 10 - RELATED PARTY TRANSACTIONS

ADVANCES FROM DIRECTOR AND STOCKHOLDER

	June 30, 2019		March 31, 2019
Balance, beginning of year	$	264,733	$	195,009
funds received		293,730		136,213
funds paid		(248,117)		(66,489)
Balance, end of year	$	310,346	$	264,733

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

CONSULTING FEES

Consulting fees include fees charged by the CEO of $9,000 for the three months ended June 30, 2019. ($9,000 for the three months ended June 30, 2018).

DEVELOPMENT COSTS.

Development costs include fee of $123,308 (three months ended June 30, 2018: $262,310) charged by Lupama, a company controlled by the CEO of the Company’s subsidiary.

SELLING AND MARKETING

Includes expenses of $160,181 charged by Lupama. (June 30, 2018: $ nil).

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CONVERTIBLE DEBTS DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

CONVERTIBLE DEBTS DISCLOSURE

NOTE 6 - CONVERTIBLE DEBTS

		June 30, 2019		March 31, 2019
Principal balance, at beginning of period		$	1,295,455	$	542,614
Accrued interest and fees			42,541		52,864
Converted to additional paid in capital			(94,333)		(834,293)
Converted to common stock			(1,096)		(4,404)
Convertible notes settled in cash	i		(392,500)		(519,436)
Convertible notes issued	ii		995,450		2,040,600
Unamortized debt discount			(1,423,533)		(971,297)
Balance, at end of period		$	421,984	$	306,648

(i)            During the three months ended June 30, 2019, the Company paid off seven (two during the six months to June 30, 2018) loans in cash for a total amount of $571,002 ($97,654 for the three months to June 30, 2018) as follows:

For the three months ended June 30,	2019		2018
Principal amount of loan	$	392,500	$	71,000
Premium on early settlement		158,857		21,975
Accrued interest		19,645		4,679
	$	571,002	$	97,654

(ii)           During the three months ended June 30, 2019, the Company entered into convertible notes agreements with independent lenders totaling to $995,450. The following is a summary of the main terms of these agreements:

Three months ended June 30,	2019	2018
Number of new loan notes issued	14	4
Total amount of the loans	$ 925,450	$ 218,800
Interest rates	from 8% to 12%	from 8% to 12%
Period of loans	nine months to one year	nine months to one year
Conversion terms	The conversion price is a variable conversion price which varies from 60 % to 61% the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days prior to the conversion date.	The conversion price is a variable conversion price which varies from 60% to 61% of the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days  prior to the conversion date.
Prepayment terms	prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days	prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days
Prepayment term	prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days	prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days

One loan with a balance of $8,705 was due on March 15, 2019 but remained unpaid on that date. The terms of the loan agreement provides that on default the loan is immediately payable at 150% of the outstanding amount.

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CONVERTIBLE DEBTS DISCLOSURE: Schedule of Debt Conversions Terms (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Debt Conversions Terms

Three months ended June 30,	2019	2018
Number of new loan notes issued	14	4
Total amount of the loans	$ 925,450	$ 218,800
Interest rates	from 8% to 12%	from 8% to 12%
Period of loans	nine months to one year	nine months to one year
Conversion terms	The conversion price is a variable conversion price which varies from 60 % to 61% the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days prior to the conversion date.	The conversion price is a variable conversion price which varies from 60% to 61% of the market price. Market price is either the average of the lowest two trading prices or the lowest price during 10 to 20 trading days  prior to the conversion date.
Prepayment terms	prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days	prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days
Prepayment term	prepayment at premium ranging from 110% to 150% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days	prepayment at premium ranging from 110% to 135% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively. Prepayments are usually not allowed after 180 days

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BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share, Policy (Policies)

3 Months Ended

Jun. 30, 2019

Policies

Earnings Per Share, Policy

Basic and Diluted Loss Per Share

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

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2019 excludes potentially dilutive securities of 26,324,037 shares underlying share purchase warrants and convertible notes, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

	June 30, 2019	March 31, 2019
Stock purchase warrants	8,350,000	6,800,000
Convertible loans	17,974,037	12,962,867
Total	26,324,037	19,762,867

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BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition, Policy (Policies)

3 Months Ended

Jun. 30, 2019

Policies

Revenue Recognition, Policy

Revenue Recognition

We adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

We recognize revenues when we satisfy a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset.

To achieve that core principle, we apply the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer.

Revenue is recorded net of value-added tax.

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BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2019

Notes

BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)          Business Description

Plyzer Technologies Inc. (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, and through its subsidiaries, is a provider of custom, real-time, cloud-based business intelligence solutions for brands to analyze critical online price and market data.

Plyzer Spain, a wholly owned subsidiary, commenced its operations in April 2019 and signed its first customer on June 20, 2019.

(B)          Basis of Presentation

The unaudited interim financial statements as of June 30, 2019 and for the three months ended June 30, 2019 and 2018 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting.

(C)          Consolidation

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

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

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

c.)            Plyzer Technologies Spain s.l., a wholly owned subsidiary incorporated in Spain in April 2019

d.)           PlyzerCan Intelligence Ltd., a wholly owned subsidiary incorporated in Ontario, Canada in June 2019. The subsidiary has not yet commenced any operations.

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

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended March 31, 2019. The significant accounting policies followed are the same as those detailed in the said Annual Report except for the following new policies which were effective April 1, 2019:

Revenue Recognition

We adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

We recognize revenues when we satisfy a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset.

To achieve that core principle, we apply the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if we are acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer.

Revenue is recorded net of value-added tax.

Accounts Receivable and Allowances

Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to our customers based on an evaluation of their financial condition and other factors. We generally do not require collateral or other security to support accounts receivable. We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required.

We determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. We may also record a general allowance as necessary.

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we should abandon such efforts.

Leases

The Company adopted the new lease accounting standard ASC 842 effective April 1, 2019. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company does not currently have any leases over twelve months.

Use of Estimates

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

Basic and Diluted Loss Per Share

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

Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method). The computation of basic loss per share for the period ended June 30, 2019 excludes potentially dilutive securities of 26,324,037 shares underlying share purchase warrants and convertible notes, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

	June 30, 2019	March 31, 2019
Stock purchase warrants	8,350,000	6,800,000
Convertible loans	17,974,037	12,962,867
Total	26,324,037	19,762,867

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COMMON STOCK DISCLOSURE (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jul. 07, 2019	Mar. 31, 2019
Details
Common stock shares issued for converted notes	1,095,897
Value of stock issued for conversion of notes plus accrued interest	$ 95,429	$ (229,136)
Common stock issued for cash, value	$ 250,000
Common shares issued for cash, shares	1,550,000
Common stock issued for services, shares	1,240,000
Value of common stock issued for services	$ 259,800
Common Stock Authorized	300,000,000		300,000,000	300,000,000
Common stock par value	$ 0.001			$ 0.001

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RELATED PARTY TRANSACTIONS DISCLOSURE (Details) - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Consulting fees charged by CEO
Fees from transactions with related parties	$ 9,000	$ 9,000
Development costs charged by a Subsidiary
Fees from transactions with related parties	123,308	$ 262,310
Selling and marketing costs charged by a Subsidiary
Fees from transactions with related parties	$ 160,181

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Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Jun. 30, 2019	Mar. 31, 2019
Details
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares, Issued	88,216,852	84,330,955
Common Stock, Shares, Outstanding	88,216,852	84,330,955

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COMMON STOCK DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

COMMON STOCK DISCLOSURE

NOTE 8 - COMMON STOCK

Three months ended June 30, 2019:

(a)           Seven convertible notes plus accrued interest were converted into 1,095,897 shares for a total value of $95,429.

(b)           The Company raised $250,000 under a private placement, which were subscribed by three subscribers who were issued 1,550,000 shares at an average price of $0.20 per share and equal number of warrants convertible into equal number of shares at an exercise price of $0.50 per share within two years of their issuance.

(c)           1,240,000 shares were issued to thirteen consultants valued at $259,800

There was no common stock activity during the three months ended June 30, 2018.

At June 30, 2019 and March 31, 2019, the Company had 300,000,000 common shares of par value $0.001 common stock authorized.

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OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE

NOTE 4 - OTHER RECEIVABLE AND PREPAID EXPENSES

	June 30, 2019		March 31, 2019
Rent deposit	$	3,006	$	2,960
Taxes receivable (i)		66,704		7,903
Advances to Plyzer Spain		-		3,421
Prepaid cost (ii)		76,000		6,603
Balance, at end of period	$	145,710	$	20,887

(i)            includes $57,466 relating to tax, subsidy and other government benefits receivable by Plyzer Spain

(ii)           includes fee of $72,750 paid in advance to a consultant

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BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting, Policy (Policies)

3 Months Ended

Jun. 30, 2019

Policies

Basis of Accounting, Policy

The unaudited interim financial statements as of June 30, 2019 and for the three months ended June 30, 2019 and 2018 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the balance sheet, operating results and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the SEC’s rules and regulations for interim reporting.

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RELATED PARTY TRANSACTIONS DISCLOSURE: Schedule of Advances from Stockholder and Director (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Advances from Stockholder and Director

	June 30, 2019		March 31, 2019
Balance, beginning of year	$	264,733	$	195,009
funds received		293,730		136,213
funds paid		(248,117)		(66,489)
Balance, end of year	$	310,346	$	264,733

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CONVERTIBLE DEBTS DISCLOSURE: Schedule of Convertible Debt (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Convertible debt, net	$ 421,984	$ 306,648
Principal balance
Convertible debts, gross	1,295,455	542,614
Accrued interest and fees
Convertible debts, gross	42,541	52,864
Converted to additional paid in capital
Convertible debts, gross	(94,333)	(834,293)
Converted debt to common stock
Convertible debts, gross	(1,096)	(4,404)
Convertible notes settled in cash
Convertible debts, gross	(392,500)	(519,436)
Convertible notes issued
Convertible debts, gross	995,450	2,040,600
Unamortized debt discount recorded
Convertible debts, gross	$ (1,423,533)	$ (971,297)

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OTHER RECEIVABLE AND PREPAID EXPENSES DISCLOSURE: Schedule of Other Receivables and Prepaid Expenses (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Other Receivables and Prepaid Expenses

	June 30, 2019		March 31, 2019
Rent deposit	$	3,006	$	2,960
Taxes receivable (i)		66,704		7,903
Advances to Plyzer Spain		-		3,421
Prepaid cost (ii)		76,000		6,603
Balance, at end of period	$	145,710	$	20,887

XML

BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Leases, Policy (Policies)

3 Months Ended

Jun. 30, 2019

Policies

Leases, Policy

Leases

The Company adopted the new lease accounting standard ASC 842 effective April 1, 2019. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The Company does not currently have any leases over twelve months.

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Condensed Consolidated Statements of Shareholders' Equity (Deficit) - USD ($)	Common Stock	Deferred Compensation, Share-based Payments	Additional Paid-in Capital	Retained Earnings	AOCI Including Portion Attributable to Noncontrolling Interest	Total
Equity Balance at Mar. 31, 2018	$ 43,183	$ 0	$ 3,901,238	$ (5,125,413)	$ 65,353	$ (1,115,639)
Equity Balance, Shares at Mar. 31, 2018	43,183,271
Derivative liabilities reclassified as additional paid in capital due to conversion of notes	$ 0	0	65,914	0	0	65,914
Equity Balance, Shares at Jun. 30, 2018	43,183,271
Common stock issued upon conversion of notes						(229,136)
Translation differences	$ 0	0	0	0	1,582	1,582
Net income (loss)	0	0	0	(525,676)	0	(525,676)
Equity Balance at Jun. 30, 2018	43,183	0	3,967,152	(5,651,089)	66,935	(1,573,819)
Equity Balance at Mar. 31, 2019						(2,522,854)
Derivative liabilities reclassified as additional paid in capital due to conversion of notes	0	0	522,815	0	0	522,815
Common stock issued for services provided	$ 1,240		258,560	0	0	$ 259,800
Common stock issued for services provided	1,240,000					1,240,000
Common stock issued under private placement	$ 1,550	(300)	248,750	0	0	$ 250,000
Common stock issued under private placement	1,550,000					1,550,000
Common stock issued upon conversion of notes	$ 1,096	0	94,333	0	0	$ 95,429
Common stock issued upon conversion of notes	1,095,897					1,095,897
Translation differences	$ 0	0	0	0	(518)	$ (518)
Net income (loss)	0	0	0	(3,116,232)	0	(3,116,232)
Equity Balance at Jun. 30, 2019	$ 88,216	$ 0	$ 29,139,755	$ (33,806,666)	$ 67,135	$ (4,511,560)

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WARRANTS DISCLOSURE: Schedule of Warrants Outstanding (Details) - $ / shares	Jun. 30, 2019	Mar. 31, 2019
Details
Warrants outstanding	8,350,000	6,800,000
Weighted average exercise price of warrants outstanding	$ 0.29	$ 0.24

XML

Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2019	Sep. 06, 2019
Details
Registrant CIK	0001334589
Fiscal Year End	--03-31
Registrant Name	Plyzer Technologies Inc.
SEC Form	10-Q
Period End date	Jun. 30, 2019
Tax Identification Number (TIN)	99-0381956
Number of common stock shares outstanding		92,125,158
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Entity File Number	333-127389
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	47 Avenue Road, Suite 200
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5R 2G3
City Area Code	416
Local Phone Number	860-0211
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false

XML

RECENT ACCOUNTING PRONOUNCEMENTS DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

RECENT ACCOUNTING PRONOUNCEMENTS DISCLOSURE

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, and ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.

In August 2018, the FASB issued authoritative guidance regarding Fair Value Measurement: Disclosure Framework, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The standard is effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted.

In August 2018, the FASB issued authoritative guidance regarding Intangibles - Goodwill and Other - Internal-Use Software, which aligns the requirements for a customer to capitalize implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for the Company for its fiscal year beginning April 1, 2020, including interim periods within that fiscal year, with early adoption permitted.

The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at the time. The Company has determined that the adoption of the above recently adopted accounting pronouncements will not have an impact on the financial statements.

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CONVERTIBLE DEBTS DISCLOSURE: Schedule of Convertible Debt (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Convertible Debt

		June 30, 2019		March 31, 2019
Principal balance, at beginning of period		$	1,295,455	$	542,614
Accrued interest and fees			42,541		52,864
Converted to additional paid in capital			(94,333)		(834,293)
Converted to common stock			(1,096)		(4,404)
Convertible notes settled in cash	i		(392,500)		(519,436)
Convertible notes issued	ii		995,450		2,040,600
Unamortized debt discount			(1,423,533)		(971,297)
Balance, at end of period		$	421,984	$	306,648

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BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates, Policy (Policies)

3 Months Ended

Jun. 30, 2019

Policies

Use of Estimates, Policy

Use of Estimates

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

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GOING CONCERN DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

GOING CONCERN DISCLOSURE

NOTE 2 - GOING CONCERN

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

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by seeking equity and/or debt financing. While the Company has so far been successful in raising the required capital through debt and equity financing, management cannot provide any assurances that the Company will continue to be able to raise the funding required to complete its development work and commercial launch of the portal successfully in future.

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Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Details
REVENUES	$ 33,902	$ 0
OPERATING EXPENSES:
Development costs	186,592	283,458
Salaries and benefits	175,817	0
Selling and marketing	193,008	0
General and administrative expenses	55,208	11,554
Professional fees	95,685	29,300
Consulting fees	272,575	23,726
Total expenses	978,885	348,038
Loss from operations	(944,983)	(348,038)
Other income (expense)
Premium on early settlement of convertible loans	(159,545)	(21,975)
Derivative gain (loss)	(1,345,964)	53,496
Interest and amortization expense	(665,740)	(209,159)
Net income (loss)	(3,116,232)	(525,676)
Other comprehensive gain(loss)	(518)	1,582
Comprehensive (loss)	$ (3,116,750)	$ (524,094)
Net loss per share, basic and diluted	$ (0.04)	$ (0.01)
Number of weighted average common shares outstanding, basic and diluted	87,213,030	43,183,271

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WARRANTS DISCLOSURE (Details)	Jun. 30, 2019 shares
Details
Warrants issued	1,550,000

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SUBSEQUENT EVENTS DISCLOSURE (Details) - shares	Jul. 07, 2019	Jun. 30, 2019	Mar. 31, 2019
Details
Common Stock Authorized	300,000,000	300,000,000	300,000,000

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BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation, Policy (Policies)

3 Months Ended

Jun. 30, 2019

Policies

Consolidation, Policy

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

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

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

c.)            Plyzer Technologies Spain s.l., a wholly owned subsidiary incorporated in Spain in April 2019

d.)           PlyzerCan Intelligence Ltd., a wholly owned subsidiary incorporated in Ontario, Canada in June 2019. The subsidiary has not yet commenced any operations.

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

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WARRANTS DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

WARRANTS DISCLOSURE

NOTE 9 - WARRANTS

During three months ended June 30, 2019, the Company issued 1,550,000 warrants in connection with the private placement. The relative fair value of these warrants issued was estimated at $194,056 using the Black-Scholes valuation technique. The warrants are convertible into equal number of shares at an exercise price of $0.50 per share within two years of their issuance.

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

Expected dividend	nil
Risk free interest rate	3%
Expected volatility	105%
Expected term	2 years

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

The following are the movements in warrants during the three months ended June 30, 2019:

	June 30, 2019		March 31, 2019
	No. of Warrants	Weighted average exercise price	No. of Warrants	Weighted average exercise price
Outstanding - beginning of year	6,800,000	$ 0.24	5,900,000	$ 0.20
Issued	1,550,000	$ 0.50	34,900,000	$ 0.02
Exercised	-	$       -	(34,000,000)	$ 0.0025
Outstanding - end of year	8,350,000	$0.29	6,800,000	$0.24

The aforementioned warrants have an average remaining life of approximately 0.62 year as at June 30, 2019 (0.57 year as at March 31, 2019).

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INVESTMENT DISCLOSURE

3 Months Ended

Jun. 30, 2019

Notes

INVESTMENT DISCLOSURE

NOTE 5 - INVESTMENT

On April 10, 2019, the Company invested $86,443 (€ 76,641) in a private company in Spain, Auxistencia SL. The Company’s investment is less than 10% of the equity of Auxistencia SL and is accounted for at cost which is considered equivalent to its fair value.

As at June 30, 2019, the management evaluated the investment for any impairment and concluded that there was none.

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WARRANTS DISCLOSURE: Schedule of Warrants Outstanding (Tables)

3 Months Ended

Jun. 30, 2019

Tables/Schedules

Schedule of Warrants Outstanding

	June 30, 2019		March 31, 2019
	No. of Warrants	Weighted average exercise price	No. of Warrants	Weighted average exercise price
Outstanding - beginning of year	6,800,000	$ 0.24	5,900,000	$ 0.20
Issued	1,550,000	$ 0.50	34,900,000	$ 0.02
Exercised	-	$       -	(34,000,000)	$ 0.0025
Outstanding - end of year	8,350,000	$0.29	6,800,000	$0.24

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INVESTMENT DISCLOSURE (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019
Investments	$ 86,443	$ 0
Private company in Spain
Investments	$ 86,443