0001554855-16-000290.txt : 20160909 0001554855-16-000290.hdr.sgml : 20160909 20160909162355 ACCESSION NUMBER: 0001554855-16-000290 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 20160731 FILED AS OF DATE: 20160909 DATE AS OF CHANGE: 20160909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Odenza Corp. CENTRAL INDEX KEY: 0001489300 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54301 FILM NUMBER: 161879064 BUSINESS ADDRESS: STREET 1: 1802 NORTH CARSON STREET, SUITE 108 CITY: CARSON CITY STATE: NV ZIP: 89701 BUSINESS PHONE: 61 422 708 444 MAIL ADDRESS: STREET 1: 1802 NORTH CARSON STREET, SUITE 108 CITY: CARSON CITY STATE: NV ZIP: 89701 10-Q 1 MainDocument.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2016

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-54301

ODENZA CORP.

(Exact name of registrant as specified in its charter)

Nevada		None
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

C-07-01, Block C, Level 7 Sky Park @ One City,

Jalan USJ 25/1A, 47650 Subang Jaya,

Selangor Darul Ehsan, Malaysia

(Address of principal executive offices, zip code)

(603)-5115 1118

(Registrant’s telephone number, including area code)

Lot 10, Jalan Waja 16, Kawasan Perusahaan,

42500 Telok Panglima Garang,

Selangor, Malaysia

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ .No ☐ .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒No ☐ .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ ..

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 9, 2016, there were 3,660,000 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

ODENZA CORP.

(An Exploration Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JULY 31, 2016

INDEX

	Page
Part I. Financial Information

Item 1. Financial Statements	4

Balance Sheets as of July 31, 2016 (unaudited) and January 31, 2016 (audited).	5

Statements of Operations for the three months ended July 31, 2016 and 2015, and the period from July 16, 2009 (Inception) to April 30, 2016 (unaudited).	6

Statements of Cash Flows for the three months ended July 31, 2016 and 2015, and the period from July 16, 2009 (Inception) through July 31, 2016 (unaudited).	7

Notes to Financial Statements (unaudited).	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	11

Item 4. Controls and Procedures.	11
Part II. Other Information	12
Item 1. Legal Proceedings.	12

Item 1A. Risk Factors.	12

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	12

Item 3. Defaults Upon Senior Securities.	12

Item 4. Mine Safety Disclosures.	12

Item 5. Other Information.	12

Item 6. Exhibits.	13

Signatures	13

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Odenza Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward- looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ODENZA CORP.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

JULY 31, 2016

Table of Contents

ODENZA CORP.
(An Exploration Stage Company)

BALANCE SHEETS
(Unaudited)

	July 31, 2016 (Unaudited) - $ -		January 31, 2016 (Audited) - $ -

ASSETS
Total assets		-		-

LIABILITIES
Current
Accounts payable and accrued liabilities		2,450		13,541
Due to related party		136,294		115,123
Total liabilities		138,744		128,664
STOCKHOLDERS’ EQUITY (DEFICIT)
Authorized:
75,000,000 common shares
With a par value of $0.001
Issued and Outstanding:
3,660,000 common shares		3,660		3,660
Additional paid in capital		27,840		27,840
Deficit accumulated during the exploration stage		(170,244)		(160,164)
Total stockholders’ equity (deficit)		(138,744)		(128,664)
Total liabilities and stockholders’ equity (deficit)		-		-

– See Accompanying Notes –

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ODENZA CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)


	Three	Three	Six	Six
	months	months	months	months	Period from
	Ended	ended	ended	ended	July 16, 2009
	July 31,	July 31,	July 31,	July 31,	(Inception) to
	2016	2015	2016	2015	July 31, 2016
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
	- $ -	- $ -	- $ -	- $ -	- $ -
Office and general	3,150	2,047	7,080	3,294	55,091
Professional fees	1,500	1,500	3,000	3,000	110,563
Mining costs	-	-	-	-	4,590
Net loss	4,650	3,547	10,080	6,294	170,244

Basic and diluted loss per share	(0.01)	(0.01)	(0.01)	(0.01)

Weighted average number of common shares outstanding	3,660,000	3,660,000	3,660,000	3,660,000

– See Accompanying Notes –

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ODENZA CORP.
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended July 31, 2016 (Unaudited) - $ -			Six months ended July 31, 2015 (Unaudited) - $ -			July 16, 2009 (Inception) to July 31, 2016 (Unaudited) - $ -
Cash Flows From Operating Activities
Net loss		(10,080	)		(6,294	)		(170,244	)
Net change in non-cash working capital balances:
Accounts payable and accrued liabilities		(11,091	)		6,294			2,450
Other payables		-			-			-
Net cash used in operations		-			-			(167,794	)

Cash Flows From Financing Activities
Due to related party		21,171			-			136,294
Capital stock issued		-			-			31,500
Net cash provided by financing activities		-			-			167,794
Increase (Decrease) In Cash		-			-			-
Cash, beginning		-			-			-
Cash, ending		-			-			-

Supplementary Cash Flow Information
Cash paid for:
Interest		-			-			-
Income taxes		-			-			-

- See Accompanying Notes -

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ODENZA CORP.

(An Exploration Stage Company)
NOTE TO THE FINANCIAL STATEMENTS

JULY 31, 2016

(Unaudited)

ITEM 1. BASIS OF PRESENTATION

Unaudited Interim Financial Statements

These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended January 31, 2016, included in the Company’s Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the six months ended July 31, 2016 are not necessarily indicative of the results that may be expected for the year ending January 31, 2017.

Going Concern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $ 170,244 at July 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand.

Recent Accounting Pronouncements

Recent pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

Subsequent Event

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Odenza Corp., a Nevada corporation and exploration stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the January 31, 2016 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended January 31, 2016 (File No. 000-54301), as filed with the SEC on April 25, 2016. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

Odenza Corp. (the “Company” or “we”) was incorporated in the State of Nevada on July 16, 2009 and has a fiscal year end of January 31. It is an exploration-stage Company.

Going Concern

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the Plan of Operation described in this Form 10-Q and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed primarily from the proceeds of share subscriptions. From our inception to July 31, 2016, we raised a total of $31,500 from private offerings of our common stock.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Presentation

The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Table of Contents

Basic and Diluted Net Loss Per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.

Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

PLAN OF OPERATION

We are in exploration stage company engaged in the business of acquiring mineral exploration rights throughout Asia, exploring for commercially producible quantities of minerals, and exploiting any mineral deposits we discover that demonstrate economic feasibility. Since we are an exploration stage company, there is no assurance that commercially exploitable reserves of valuable minerals exist on any property that we now own or may own in the future. We will need to do further exploration before a final evaluation of the economic and legal feasibility of our future exploration is determined.

We are presently seeking to acquire mineral exploration rights. Such rights will likely be in the form of an option on patented or unpatented mineral claims prospective for precious metals or ore minerals in Asia. Upon acquiring such mineral exploration rights, we will require financing to explore the underlying claims to determine if they contain commercially producible quantities of precious metals or ore minerals. We will be unable to estimate the cost of such exploration until we know the size and location of the property land with underlying mineral rights. We expect that such exploration costs will typically consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. There is no assurance that we will be able to locate a suitable exploration property, or that if we do, it will contain commercially producible quantities of minerals.

If we discover significant quantities of precious metals or mineral ores on any property underlying our mineral rights, we will begin technical and economic feasibility studies to determine if we have reserves. We will not be able to estimate the cost of such feasibility studies until we know the size and location of the property. We will only consider developing a property if we have proven reserves of precious metals or mineral ores that can be profitably extracted.

Any work that would be conducted on a property would be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The professional engineers and geologists we engage will evaluate the information derived from the exploration and excavation, and will advise us on the economic feasibility of removing the mineralized material.

Results of Operations

Three - and Six -Month Periods Ended July 31, 2016 and 2015

We recorded no revenue for the three months ended July 31, 2016 and 2015. From the period of July 16, 2009 (inception) to April 30, 2016, we recorded no revenues.

For the three months ending July 31, 2016, office and general expenses were $3,150, and professional fees were $1,500. For the six months ending July 31, 2016, office and general expenses were $7,080, and professional fees were $3,000.

For the three months ending July 31, 2015, office and general expenses were $2,047, and professional fees were $1,500. For the six months ending July 31, 2015, office and general expenses were $3,294, and professional fees were $3,000.

From the period of July 16, 2009 (inception) to April 30, 2016, we incurred operating expenses of $170,244.

Table of Contents

Liquidity and Capital Resources

At July 31, 2016, we had no cash balance. We do not have sufficient cash on hand to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arrangement and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.

Subsequent Events

None through date of this filing.

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 called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of July 31, 2016.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for 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.

Table of Contents

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

Number		Description

3.1		Articles of Incorporation*

3.2		Bylaws*

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-166076), as filed with the Securities and Exchange Commission on April 15, 2010.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ODENZA CORP.
	(Name of Registrant)

Date: September 9, 2016	By: /s/ TAN SRI BARRY GOH MING CHOON
	Name: TAN SRI BARRY GOH MING CHOON
	Title: Chief Executive Officer, President, Chairman, Treasurer and Secretary

EX-31.1 2 EX-31.1_1.htm EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF ODENZA CORP.

I, Tan Sri Barry Goh Ming Choon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Odenza Corp.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4. The registrant’s other certifying officer(s) and I are 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. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses 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 9, 2016	By: /s/ TAN SRI BARRY GOH MING CHOON
	TAN SRI BARRY GOH MING CHOON
	Chief Executive Officer, Principal Executive Officer, President, Chairman, Treasurer and Secretary

EX-31.2 3 EX-31.2_2.htm EX-31.2

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL
FINANCIAL OFFICER OF ODENZA CORP.

In connection with the accompanying Quarterly Report on Form 10-Q of Odenza Corp. for the quarter ended July 31, 2016, the undersigned, Tan Sri Barry Goh Ming Choon, President and Chief Executive Officer of Odenza Corp., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 fully complies 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 such Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 fairly presents, in all material respects, the financial condition and results of operations of Odenza Corp.

Date: September 9, 2016	By: /s/ TAN SRI BARRY GOH MING CHOON
	TAN SRI BARRY GOH MING CHOON
	Chief Executive Officer,
	Principal Executive Officer, President, Chairman,
	Treasurer and Secretary

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<div> ITEM 1. BASIS OF PRESENTATION   Unaudited Interim Financial Statements   These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended January 31, 2016, included in the Company’s Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the six months ended July 31, 2016 are not necessarily indicative of the results that may be expected for the year ending January 31, 2017.   <div class="TaggedFact"> Going Concern   These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $ 170,244 at July 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.   Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue. </div>   <div class="TaggedFact"> Related Party Transactions   Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand. </div>   <div class="TaggedFact"> Recent Accounting Pronouncements   Recent pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company. </div>   <div class="TaggedFact"> Subsequent Event   In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events. </div> </div>

<div> Going Concern   These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $ 170,244 at July 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.   Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue. </div> <div> Related Party Transactions   Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand. </div>

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EX-101.DEF 5 odza-20160731_def.xml DEFINITION EX-101.PRE 6 odza-20160731_pre.xml PRESENTATION EX-101.CAL 7 odza-20160731_cal.xml CALCULATION EX-101.LAB 8 odza-20160731_lab.xml LABEL Document and Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Amendment Description Current Fiscal Year End Date Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Year Focus Document Fiscal Period Focus BALANCE SHEETS ASSETS Assets [Abstract] Assets Total assets LIABILITIES Liabilities [Abstract] Current Liabilities, Current [Abstract] Accounts payable and accrued liabilities Accounts Payable and Accrued Liabilities, Current Due to Related Parties, Current Due to related party Liabilities Total liabilities STOCKHOLDERS' EQUITY (DEFICIT) Stockholders' Equity Attributable to Parent [Abstract] Authorized: 75,000,000 common shares With a par value of $0.001 Issued and Outstanding: 3,660,000 common shares Common Stock, Value, Issued Additional paid in capital Additional Paid in Capital, Common Stock Deficit accumulated during the exploration stage Accumulated deficit Retained Earnings (Accumulated Deficit) Stockholders' Equity Attributable to Parent Total stockholders' equity (deficit) Liabilities and Equity Total liabilities and stockholders' equity (deficit) Common Stock, Shares Authorized Common stock, shares authorized Common Stock, Par or Stated Value Per Share Common stock, par value (in dollars per share) Common stock, shares issued Common Stock, Shares, Issued Common stock, shares outstanding Common Stock, Shares, Outstanding STATEMENTS OF OPERATIONS General and Administrative Expense Office and general Professional Fees Professional fees Exploration Expense, Mining Mining costs Net Income (Loss) Available to Common Stockholders, Basic Net loss Net loss Basic and diluted loss per share (in dollars per share) Earnings Per Share, Basic and Diluted Weighted average number of common shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Basic and Diluted STATEMENTS OF CASH FLOWS Cash Flows From Operating Activities Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] Increase (Decrease) in Operating Capital [Abstract] Net change in non-cash working capital balances: Accounts payable and accrued liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Increase (Decrease) in Other Accounts Payable and Accrued Liabilities Other payables Net Cash Provided by (Used in) Operating Activities, Continuing Operations Net cash used in operations Cash Flows From Financing Activities Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract] Due to related party Proceeds from Related Party Debt Capital stock issued Proceeds from Issuance of Common Stock Net Cash Provided by (Used in) Financing Activities, Continuing Operations Net cash provided by financing activities Increase (Decrease) In Cash Net Cash Provided by (Used in) Continuing Operations Cash, beginning Cash Cash, ending Supplemental Cash Flow Information [Abstract] Supplementary Cash Flow Information Cash Paid for [Abstract] Cash paid for: Interest Interest Paid Income taxes Income Taxes Paid BASIS OF PRESENTATION BASIS OF PRESENTATION Basis of Presentation and Significant Accounting Policies [Text Block] Going Concern Disclosure [Text Block] Going Concern Disclosure of accounting policy for going concern. Related Party Transactions Disclosure of the accounting policy pertaining to transactions with related parties of the entity. Related Party Transactions [Policy Text Block] New Accounting Pronouncements, Policy [Policy Text Block] Recent Accounting Pronouncements Subsequent Event Subsequent Events, Policy [Policy Text Block] DUE TO RELATED PARTY Schedule of Related Party Transactions, by Related Party [Table] Related Party [Axis] Related Party [Domain] President Chief Executive Officer Secretary and Board of Directors Chairman [Member] President, Chief Executive Officer, Secretary and Chairman of the Board of Directors Represents details pertaining to President, Chief Executive Officer, Secretary and Chairman of the Board of Directors of the entity. Chief Operating Officer [Member] Chief Operating Officer Due to related party Related Party Transaction [Line Items] Interest Expense, Related Party Interest on dues to related party EX-101.SCH 9 odza-20160731.xsd SCHEMA 0000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 0010 - Statement - BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 0015 - Statement - BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0020 - Statement - STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 0030 - Statement - STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 1010 - Disclosure - BASIS OF PRESENTATION link:presentationLink link:calculationLink link:definitionLink 2010 - Disclosure - BASIS OF PRESENTATION (Policies) link:presentationLink link:calculationLink link:definitionLink 4010 - Disclosure - BASIS OF PRESENTATION (Details) link:presentationLink link:calculationLink link:definitionLink 4040 - Disclosure - DUE TO RELATED PARTY (Details) link:presentationLink link:calculationLink link:definitionLink XML 10 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jul. 31, 2016	Sep. 09, 2016
Document and Entity Information
Entity Registrant Name	Odenza Corp.
Entity Central Index Key	0001489300
Document Type	10-Q
Document Period End Date	Jul. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,660,000
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2

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BALANCE SHEETS - USD ($)	Jul. 31, 2016	Jan. 31, 2016
ASSETS
Total assets
Current
Accounts payable and accrued liabilities	2,450	13,541
Due to related party	136,294	115,123
Total liabilities	138,744	128,664
STOCKHOLDERS' EQUITY (DEFICIT)
Authorized: 75,000,000 common shares With a par value of $0.001 Issued and Outstanding: 3,660,000 common shares	3,660	3,660
Additional paid in capital	27,840	27,840
Deficit accumulated during the exploration stage	(170,244)	(160,164)
Total stockholders' equity (deficit)	(138,744)	(128,664)
Total liabilities and stockholders' equity (deficit)

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BALANCE SHEETS (Parenthetical) - $ / shares	Jul. 31, 2016	Jan. 31, 2016
BALANCE SHEETS
Common stock, shares authorized	75,000,000	75,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	3,660,000	3,660,000
Common stock, shares outstanding	3,660,000	3,660,000

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STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended		85 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016
STATEMENTS OF OPERATIONS
Office and general	$ 3,150	$ 2,047	$ 7,080	$ 3,294	$ 55,091
Professional fees	1,500	1,500	3,000	3,000	110,563
Mining costs					4,590
Net loss	$ 4,650	$ 3,547	$ 10,080	$ 6,294	$ 170,244
Basic and diluted loss per share (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding (in shares)	3,660,000	3,660,000	3,660,000	3,660,000

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STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		85 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Jul. 31, 2016	Jul. 31, 2015	Jul. 31, 2016
Cash Flows From Operating Activities
Net loss	$ (10,080)	$ (6,294)	$ (170,244)
Net change in non-cash working capital balances:
Accounts payable and accrued liabilities	(11,091)	6,294	2,450
Other payables
Net cash used in operations			(167,794)
Cash Flows From Financing Activities
Due to related party	21,171		136,294
Capital stock issued			31,500
Net cash provided by financing activities			167,794
Increase (Decrease) In Cash
Cash, beginning
Cash, ending
Cash paid for:
Interest
Income taxes

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BASIS OF PRESENTATION	6 Months Ended
BASIS OF PRESENTATION	Jul. 31, 2016
BASIS OF PRESENTATION
BASIS OF PRESENTATION	ITEM 1. BASIS OF PRESENTATION Unaudited Interim Financial Statements These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended January 31, 2016, included in the Company’s Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the six months ended July 31, 2016 are not necessarily indicative of the results that may be expected for the year ending January 31, 2017. Going Concern These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $ 170,244 at July 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue. Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand. Recent Accounting Pronouncements Recent pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company. Subsequent Event In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.

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BASIS OF PRESENTATION (Policies)	6 Months Ended
BASIS OF PRESENTATION (Policies)	Jul. 31, 2016
BASIS OF PRESENTATION
Going Concern	Going Concern These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $ 170,244 at July 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.
Related Party Transactions	Related Party Transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The due from/to related parties represented the advances from or to the Company’s directors. Such advances are non-interest bearing and due upon demand.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recent pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
Subsequent Event	Subsequent Event In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.

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BASIS OF PRESENTATION (Details) - USD ($)	Jul. 31, 2016	Jan. 31, 2016
BASIS OF PRESENTATION
Accumulated deficit	$ 170,244	$ 160,164

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