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 ~~December~~June 3130, ~~2018~~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 ~~(ss.232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] 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 ~~February~~September 136, 2019, there were 8392,~~956~~125,~~803~~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.

TABLE OF CONTENTS

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

PART I - FINANCIAL INFORMATION 4 Item 1 - Financial Statements 4 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 3 - Quantitative and Qualitative Disclosures about Market Risk 9 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

PART I. - FINANCIAL INFORMATION

Item 1 - Financial Statements

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets (unaudited)	F-12
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)	F-23
Condensed Consolidated Statements of Cash Flows (unaudited)	F-3
Condensed Consolidated Statement of Stockholders’ Equity(Deficit) (unaudited)	F4
Notes to Condensed Consolidated Financial Statements (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (unaudited)	F-6

Plyzer Technologies Inc.

Condensed Consolidated Balance Sheets

	December 31, 2018		March 31, 2018
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	218,067	$	261,575
Prepaid expenses and deposit		12,878		16,287
Total current assets		230,945		277,862
Furniture and equipment, net		3,267		5,229
Total Assets	$	234,212	$	283,091
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	71,833	$	148,606
Advances from director and shareholder		227,992		195,099
Convertible debt, net of discount		393,191		121,827
Derivative liabilities		821,170		933,198
Total Current Liabilities		1,514,186		1,398,730
Total Liabilities		1,514,186		1,398,730
Commitments and Contingencies
STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, $0.001 par value, authorized 200,000,000 shares; 82,187,210 and 43,183,271 shares issued and outstanding at December 31, 2018 and March 31, 2018, respectively		82,187		43,183
Common stock subscribed		833		-
Additional paid-in capital		26,682,525		3,901,238
Accumulated other comprehensive income		67,568		65,353
Accumulated deficit		(28,113,087)		(5,125,413)
Total Stockholders’ deficit		(1,279,974)		(1,115,639)
Total Liabilities and Stockholders’ deficit	$	234,212	$	283,091

(Unaudited)

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

	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 December 31,				Nine months ended December 31,
Three months ended June 30,	2019			2018
	2018		2017		2018		2017
REVENUES	$	33,902		$	-
REVENUES	$	-	$	-	$	-	$	-
OPERATING EXPENSES:
OPERATING EXPENSES:
Development costs		186,592			283,458
Development costs		347,729		363,544		1,708,477		433,027
Salaries and benefits		175,817			-
General and administrative expenses		13,389		10,511		46,048		30,274
Selling and marketing		193,008			-
Professional fees		57,300		4,200		145,700		29,620
General and administrative expenses		55,208			11,554
Consulting fees		48,319		17,500		90,675		37,000
Professional fees		95,685			29,300
Stock compensation		1,349,170		-		20,485,440		-
Consulting fees		272,575			23,726
Travel, meals and promotions		7,286		9,591		28,760		37,096
Total expenses	$	978,885		$	348,038
Total expenses		1,823,193		405,346		22,505,100		567,017
Loss from operations		(944,983)			(348,038)
Loss from operations		(1,823,193)		(405,346)		(22,505,100)		(567,017)
Other income (expense)
OTHER INCOME (EXPENSE)
Premium on early settlement of convertible loans		(159,545)			(21,975)
Premium on early settlement of convertible loans		(65,515)		-		(97,390)		-
Derivative (loss) gain		(1,345,964)			53,496
Gain on cancellation of accounts payable		-		-		46,000		-
Interest and amortization expense		(665,740)			(209,159)
Derivative gain (loss)		394,661		20,661		221,838		(20,147)
Net loss		(3,116,232)			(525,676)
Interest and amortization of expense		(21,849)		(95,426)		(653,021)		(172,313)
Other comprehensive gain(loss)		(518)			1,582
Total other income (expense)		307,297		(74,765)		(482,573)		(192,460)
Comprehensive (loss)	$	(3,116,750)		$	(524,094)
Loss before income taxes		(1,515,896)		(480,111)		(22,987,673)		(759,477)
Net loss per share, basic and diluted	$	(0.04)		$	(0.01)
Income taxes		-		-		-		-
Number of weighted average common shares outstanding, basic and diluted		87,213,030			43,183,271
Net loss		(1,515,896)		(480,111)		(22,987,673)		(759,477)
Other comprehensive gain (loss)		437		(478)		2,215		1,732
Comprehensive (loss) gain	$	(1,515,459)	$	(480,589)	$	(22,985,458)	$	(757,745)
Net loss per share, basic and dilutive	$	(0.02)	$	(0.01)	$	(0.37)	$	(0.02)
Number of weighted average common shares outstanding		81,872,091		41,052,651		61,934,035		38,017,423

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

F-2

Plyzer Technologies Inc.

Condensed Consolidated Statements of ~~Cash~~Shareholders’ ~~Flows~~Equity (Deficit)

Three Months Ended June 30, 2019 and 2018

(Unaudited)

Nine months ended December 31,	2018			2017
	Number of shares	Common stock		Common stock subscribed		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive income		Total stockholders' equity(deficit)
CASH FLOWS FROM OPERATING ACTIVITIES:
BEGINNING BALANCE, April 1, 2018	43,183,271	$	43,183	$	-	$	3,901,238	$	(5,125,413)	$	65,353	$	(1,115,639)
Net loss	$	(22,987,674)		$	(759,477)
Derivative liabilities reclassified as additional paid in capital due to conversion of notes							65,914						65,914
Adjustments to reconcile net loss to net cash used by operating activities:
Translation differences	-		-		-		-		-		1,582		1,582
Depreciation		1,962			1,377
Net loss									(525,676)				(525,676)
Development costs settled in shares		829,500			-
ENDING BALANCE, June 30, 2018	43,183,271	$	43,183	$	-	$	3,967,152	$	(5,651,089)	$	66,935	$	(1,573,819)
Interest settled in shares of stock		-			5,475
BEGINNING BALANCE, April 1, 2019	84,330,955		84,330		300		28,015,297		(30,690,434)		67,653		(2,522,854)
Premium on early settlement of notes payable		97,390			-
Common stock issued for services provided	1,240,000		1,240				258,560						259,800
Gain on write off of accounts payable		(46,000)			-
Common stock issued under private placement	1,550,000		1,550		(300)		248,750						250,000
Stock compensation		20,485,440			-
Common stock issued upon conversion of notes	1,095,897		1,096				94,333						95,429
Amortization of debt discount		612,849			160,417
Derivative liabilities reclassified as additional paid in capital due to conversion of notes							522,815						522,815
Derivative (gain) loss		(221,838)			20,147
Translation differences											(518)		(518)
Changes in operating assets and liabilities					-
Net loss									(3,116,232)				(3,116,232)
(Increase) decrease in prepaid expenses and deposits		3,409			13,739
ENDING BALANCE, June 30, 2019	88,216,852	$	88,216	$	-	$	29,139,755	$	(33,806,666)	$	67,135	$	(4,511,560)
Increase (decrease) in accounts payable and accrued liabilities		(10,811)			39,693
Net cash used by operating activities	$	(1,235,773)		$	(518,629)
CASH FLOWS FROM (INTO) INVESTING ACTIVITIES
Purchase of furniture and equipment		-			(5,507)
Net cash (used in) investing activities	$	-		$	(5,507)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from director and stockholder		32,893			98,307
Proceeds from share issue		-			295,000
Proceeds from shares subscribed under private placement		250,000			-
Repayment of convertible loans		(293,000)			-
Proceeds from convertible loans		1,201,850			231,500
Net cash provided by financing activities	$	1,191,743		$	624,807
Effects of exchange rates on cash	$	522		$	1,732
Net (decrease) increase in cash		(43,508)			102,403
Cash, beginning of period		261,575			199
Cash, end of period	$	218,067		$	102,602
SUPPLEMENTAL DISCLOSURES
Cash paid during the period
Income taxes	$	-		$	-
Interest paid	$	20,042		$	-
Supplemental non-cash investing and financing activities:
Common stock issued on conversion of convertible debt and accrued interest	$	642,411		$	95,540
Derivative liability reclassified as additional paid in capital	$	521,869		$	-
Warrants exercised and common stock issued for accounts payable in lieu of cash	$	85,000		$	-

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

F-3

Plyzer Technologies Inc.

~~Nine~~Condensed ~~months~~Consolidated ~~ended~~Statements ~~December~~of ~~31,~~Cash ~~2018~~Flows

~~Notes to~~ (Unaudited ~~Condensed Consolidated Financial Statements~~)

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

~~Business~~Plyzer ~~Description~~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 ~~Technologies Inc. (the “Company”)~~Spain, ~~incorporated~~a onwholly ~~February~~owned 23subsidiary, ~~2005~~commenced ~~under~~its ~~the~~operations ~~laws~~in ofApril ~~the~~2019 ~~state of Nevada,~~ and ~~through~~signed its ~~subsidiaries,~~first iscustomer ~~engaged~~on inJune ~~developing~~20, ~~commercial web portal (“Plyzer”) aimed at providing solutions for price comparison using artificial intelligence in a number of niche markets~~2019.

~~In December 2016, the Company entered into a development and consulting agreement with Lupama Producciones,S.L., a Spanish private corporation~~ (~~“Lupama”~~B).Basis ~~Lupama has been managing and developing Plyzer. Lupama’s CEO, Mr. Luis Pallares is also made CEO~~ of the Company’s subsidiary. Technological feasibility of Plyzer was established on October 17, 2018 when the Company enrolled its first non- paying customer. The Company however continues working on the beta version of PLYZER prior to its commercialization.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 (Bthe “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.

~~Basis of Presentation~~(C)Consolidation

The unaudited interim financial statements as of December 31, 2018 and for the three and nine months ended December 31, 2018 and 2017 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 and nine months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2019. 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 ~~Corporation~~Technologies (Canada) Inc., a wholly owned subsidiary incorporated in ~~the~~Ontario, ~~State~~Canada ~~of Delaware~~ on ~~December~~April 911, ~~2016~~2017.

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

~~Plyzer Technologies (Canada~~d.)PlyzerCan ~~Inc~~Intelligence Ltd., a wholly owned subsidiary incorporated in Ontario, Canada onin ~~April~~June ~~11,~~2019. ~~2017~~The subsidiary has not yet commenced any operations.

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

~~Plyzer~~The ~~Blockchain~~unaudited ~~Technologies~~interim ~~Inc.,~~financial astatements ~~wholly~~should ~~owned~~be ~~subsidiary~~read ~~incorporated~~ in ~~Ontario,~~conjunction ~~Canada~~with the Company’s Annual Report filed on ~~November~~Form 310-K for the year ended March 31, ~~2017~~2019. The ~~subsidiary~~significant ~~has~~accounting ~~not~~policies ~~yet~~followed ~~commenced~~are ~~any~~the ~~operations.~~same as those detailed in the said Annual Report except for the following new policies which were effective April 1, 2019:

~~The~~Revenue 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, 2018. The significant accounting policies followed are same as those detailed in the said Annual Report.Recognition

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

~~Use~~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 ~~estimates~~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-46

Plyzer Technologies Inc.

~~Nine~~Three months ended ~~December~~June 3130, ~~2018~~2019

Notes to Unaudited Condensed ~~Consolidated~~ Financial Statements

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 ~~December~~June 3130, ~~2018~~2019 excludes potentially dilutive securities of 926,~~711~~324,~~936~~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.

	December 31, 2018	March 31, 2018
	June 30, 2019	March 31, 2019
Stock purchase warrants	58,~~900~~350,000	56,~~900~~800,000
Convertible loans	317,~~811~~974,~~936~~037	212,~~145~~962,~~573~~867
	9,711,936	8,045,573
	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 ~~and this raises substantial doubt about the Company’s ability to continue as a going concern~~. 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 ~~obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and~~ seeking equity and/or debt financing. While the Company has so far been successful in raising the required capital through ~~equity~~debt and ~~debt~~equity financing, management cannot provide any assurances that the Company will continue to be able to raise the funding required to ~~the~~complete its development work and commercial launch of the portal successfully in future.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As of December 31, 2018, the Company has an accumulated deficit amount of approximately $28 million.

F-5

Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In ~~February~~January ~~2016~~2017, the Financial Accounting Standards Board ("FASB") issued ASU No. ~~2016~~2017-0201, ~~“Leases~~Business Combinations (Topic ~~842~~805)”.: ~~The~~Clarifying ~~amendments~~the inDefinition ~~this~~of ~~ASU requires that~~ a ~~lessee~~Business, ~~recognize the assets~~ and ~~liabilities~~ASU ~~that arise from operating leases~~No. A2017-04, ~~lessee~~Intangibles- ~~should~~Goodwill ~~recognize~~and inOther ~~the statement of financial position a liability to make lease payments~~ (~~the~~Topic ~~lease liability~~350) ~~and a right~~-~~of-use~~ ~~asset~~Simplifying ~~representing its right to use~~ the ~~underlying~~Test ~~asset~~ for ~~the~~Goodwill ~~lease term~~Impairment. ~~For~~ASU ~~leases~~No. ~~with~~2017-01 aclarifies ~~term~~the definition of ~~12 months or less,~~ a ~~lessee~~business iswith ~~permitted~~the toobjective ~~make an accounting policy election by class~~ of ~~underlying~~adding ~~asset~~guidance ~~not~~ to ~~recognize~~assist ~~lease~~entities ~~assets~~with ~~and~~evaluating ~~lease~~whether ~~liabilities.~~transactions Inshould ~~transition,~~be ~~lessees~~accounted ~~and~~for ~~lessors~~as ~~are~~acquisitions ~~required~~(or todisposals) ~~recognize~~of ~~and~~assets ~~measure~~or ~~leases~~businesses. atThe ~~the~~definition ~~beginning~~ of ~~the~~a ~~earliest~~business ~~period~~affects ~~presented~~many ~~using~~areas aof ~~modified~~accounting ~~retrospective~~including ~~approach.~~acquisitions, ~~For~~disposals, ~~public business entities~~goodwill, ~~the~~and ~~amendments~~consolidation. inThe ~~this~~guidance ~~ASU~~is ~~are~~ effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2018~~2017, including interim periods within those ~~fiscal years~~periods. ~~Early application of the amendments in this~~ ASU ~~is permitted for all entities~~No. ~~The~~2017-04 ~~Company~~eliminates isStep ~~currently~~2 ~~evaluating~~of the ~~impact~~goodwill onimpairment ~~its~~test ~~consolidated financial position~~ and ~~results~~requires ofa ~~operations~~goodwill ~~upon~~impairment ~~adopting~~to ~~these~~be ~~amendments.~~measured ~~Based~~as ~~on its preliminary evaluation,~~ the ~~Company~~amount ~~expects~~by towhich ~~start~~a ~~recognizing~~reporting ~~lease assets and lease liabilities for its operating leases on the Company~~unit’s ~~statements~~carrying ofamount ~~financial~~exceeds ~~position~~its asfair ofvalue, ~~the~~not ~~end~~to ofexceed the ~~first~~carrying ~~fiscal~~amount ~~quarter~~ of ~~2019~~its ~~and the comparative period presented~~goodwill. The ~~Company~~ASU ~~expects~~is noeffective ~~material~~for ~~impact~~annual onor ~~its~~any ~~results~~interim ofgoodwill ~~operations~~impairment ortests ~~cash flows~~ in ~~the~~fiscal ~~periods~~years beginning after ~~adoption~~December 15, 2019.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial instruments." The amendments in this update change how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets (including trade receivables) that are in the scope of the update. The update also made amendments to the current impairment model for held-to-maturity and available-for-sale debt securities and certain guarantees. The guidance will become effective for us on January 1, 2020. Early adoption is permitted for periods beginning on or after January 1, 2019. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.

In June 2018, the FASB issued authoritative guidance regarding Compensation - Stock Compensation, which expands the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The standard will be effective for the Company for its fiscal year beginning April 1, 2019, including interim periods within that fiscal year, with early adoption permitted. The Company expects no material impact on its results of operations or cash flows in the periods after adoption.

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 will be 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 expects no material impact on its results of operations or cash flows in the periods after adoption.

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 will be 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 is currently evaluating the guidance and assessing its overall impact.

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 recently adopted accounting pronouncements will not have an impact on the financial statements.

F-6

Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 4 - PREPAID EXPENSES AND DEPOSIT

	December 31, 2018		March 31, 2018
Prepaid development costs	$	-	$	9,000
Rent deposit		2,888		3,086
Taxes receivable		6,624		4,046
Prepaid cost		3,366		155
	$	12,878	$	16,287

NOTE 5 - CONVERTIBLE DEBTS

		December 31, 2018		March 31, 2018
Principal balance, at beginning of period		$	542,614	$	--
Accrued interest and fees			34,296	$	12,229
Converted to additional paid in capital			(639,250)		(226,469)
Converted to common stock			(3,161)		(2,667)
Convertible note settled in cash	i		(293,000)		--
Convertible notes issued	ii		1,201,850		771,750
Unamortized debt discount			(450,158)		(433,016)
Balance, net of discount, at end of period		$	393,191	$	121,827

During the nine months ended December 31, 2018, the Company paid off seven loans in cash for a total amount of $410,433 as follows:

Loan amount		Prepaid premium		Interest		Total
$	38,000	$	12,075	$	2,168	$	52,243
	33,000		9,900		2,511		45,411
	33,000		9,900		4,345		47,245
	53,000		16,851		3,171		73,023
	33,000		10,460		2,059		45,519
	53,000		19,563		2,895		75,458
	50,000		18,641		2,893		71,534
$	293,000	$	97,390	$	20,042	$	410,432

F-7

Plyzer Technologies Inc.

~~Nine~~Three months ended ~~December~~June 3130, ~~2018~~2019

Notes to Unaudited Condensed ~~Consolidated~~ Financial Statements

~~NOTE~~In 5August -2018, ~~CONVERTIBLE~~the ~~DEBTS~~FASB ~~(continued)~~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.

iiIn 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.

~~During~~The Company evaluates new pronouncements as issued and evaluates the ~~nine~~effect ~~months~~of ~~ended~~adoption ~~December~~on ~~31,~~the ~~2018,~~Company at the time. The Company ~~entered~~has ~~into~~determined that the ~~following~~adoption ~~Securities~~of ~~Purchase~~the ~~Agreements~~above ~~with~~recently ~~independent~~adopted ~~lenders~~accounting inpronouncements ~~connection~~will ~~with~~not ~~the~~have ~~issuance~~an ofimpact ~~convertible~~on ~~notes~~the ~~totalling~~financial ~~$1,201,850:~~statements.

#	Amount in ($)	Issue date	Maturity date	Interest rate p.a.	Loan balance as at Dec. 31, 2018 ($)	Conversion terms	Prepayment terms
1	53,000	11-May-18	28-Feb-19	12%	-	Settled in Cash on Nov. 13, 2018
2	79,800	06-Jun-18	06-Jun-19	8%	50,000	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	prepayment at premium ranging from 135% to 115% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
3	33,000	13-Jun-18	31-Mar-19	12%	-	Settled in Cash on Nov. 30, 2018	prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
4	53,000	22-Jun-18	22-Mar-19	11%	-	Settled in Cash on Dec. 3, 2018	The Company can redeem the note within six months of issuance without any premium.
5	50,000	29-Jun-18	15-Apr-19	12%	-	Settled in Cash on Dec. 21, 2018	prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
6	33,000	27-Jul-18	15-May-19	12%	33,000	The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date.	prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
7	27,000	25-Jul-18	25-Jul-19	5%	-	Converted into 227,845 common shares.
8	40,000	30-Jul.-18	30-Jul-19	8%	-	Converted into 134,682 common shares.
9	78,750	01-Aug-18	31-Jul-19	8%	78,750	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	The Company may pay this note any time.

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.

~~Nine~~Three months ended ~~December~~June 3130, ~~2018~~2019

Notes to Unaudited Condensed ~~Consolidated~~ Financial Statements

~~NOTE~~(i)During 5the -three ~~CONVERTIBLE~~months ~~DEBTS~~ended June 30, 2019, the Company paid off seven (~~continued~~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:

#	Amount in ($)	Issue date	Maturity date	Interest rate p.a.	Loan balance as at Dec. 31, 2018 ($)	Conversion terms	Prepayment terms
For the three months ended June 30,	2019			2018
10	52,000	09-Aug-18	09-Aug-19	8%	-	Converted into 134,682 common shares.	prepayment at premium ranging from 115% to 135% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
Principal amount of loan	$	392,500		$	71,000
11	80,000	03-Aug-18	03-May-19	10%	80,000	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date or 60% of the closing bid price if lower.	prepayment at premium ranging from 135% to 145% of the loan note if prepaid within 90 days and after 90 days but before 180 days respectively. Prepayment not allowed after six months.
Premium on early settlement		158,857			21,975
12	38,000	13-Sep-18	30-Jun-19	12%	38,000	The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date.	prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
Accrued interest		19,645			4,679
13	100,000	14-Sep-18	14-Sep-19	10%	100,000	The conversion price is a variable conversion price which will be 58% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	prepayment at premium ranging from 120% to 140% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively.
	$	571,002		$	97,654
14	35,000	26-Sep-18	15-Jul-19	12%	35,000	The conversion price is a variable conversion price which will be 61% of the market price. Market price is the average of the lowest 2 trading prices during 10 trading days prior to the conversion date.	prepayment at premium ranging from 110% to 130% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
15	75,000	03-Oct-18	03-Oct-19	12%	75,000	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	prepayment at premium ranging from 135% to 150% of the loan note if prepaid within 90 days and after 180 days respectively.
16	80,000	10-Oct-18	10-Jul-19	10%	80,000	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date or 60% of the closing bid price if lower.	prepayment at premium ranging from 135% to 145% of the loan note if prepaid within 90 days and after 90 days but before 180 days respectively. Prepayment not allowed after six months.
17	52,000	08-Oct-18	09-Jan-19	8%	6,000	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	prepayment at premium ranging from 115% to 135% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.

(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.

~~Nine~~Three months ended ~~December~~June 3130, ~~2018~~2019

Notes to Unaudited Condensed ~~Consolidated~~ Financial Statements

NOTE 57 - ~~CONVERTIBLE~~DERIVATIVE ~~DEBTS~~LIABILITIES ~~(continued)~~

#	Amount in ($)	Issue date	Maturity date	Interest rate p.a.	Loan balance as at Dec. 31, 2018 ($)	Conversion terms	Prepayment terms
	June 30, 2019			March 31, 2019
18	40,000	17-Oct-18	17-Oct-19	8%	40,000	The conversion price is a variable conversion price which will be 63% of the market price. Market price is the lowest average two trading price during twelve trading days prior to the conversion date.	prepayment at premium ranging from 110% to 126% of the loan note if prepaid within 60 days and 180 days respectively.
Balance, at beginning of period	$	2,110,425		$	933,198
19	22,500	29-Oct-18	15-Mar-19	5%	22,500	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	prepayment at premium ranging from 135% to 150% of the loan note if prepaid within 30 days and after 120 days but before 180 days respectively.
Derivative additions associated with convertible notes on issuance	$	928,859			2,040,191
20	79,800	31-Oct-18	06-Jun-19	8%	79,800	The conversion price is a variable conversion price which will be 60% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	The Company may pay this note any time.
Day one loss on derivatives		403,406			539,087
21	100,000	27-Nov-18	27-Nov-19	10%	100,000	The conversion price is a variable conversion price which will be 58% of the market price. Market price is the lowest trading price during twenty trading days prior to the conversion date.	prepayment at premium ranging from 120% to 140% of the loan note if prepaid within 60 days and after 120 days but before 180 days respectively.
Change in fair value as at period end		942,558			169,818
	$ 1,201,850				$ 818,050
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

~~NOTE~~Since 6the -convertible ~~DERIVATIVE~~loan ~~LIABILITIES~~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.

	December 31, 2018		March 31, 2018
Balance, at beginning of period	$	933,198	$	--
Derivative additions associated with convertible notes on issuance		631,679		767,931
Day one loss on derivatives		325,557		665,475
Change in fair value as at period end		(547,395)		(183,633)
Value transferred to paid in capital on conversion of convertible notes		(521,869)		(316,575)
Balance, at end of period	$	821,170	$	933,198

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:

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 remeasured on December 31, 2018 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.

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.

~~Nine~~Three months ended ~~December~~June 3130, ~~2018~~2019

Notes to Unaudited Condensed ~~Consolidated~~ Financial Statements

NOTE 6 - DERIVATIVE LIABILITIES (continued)

Issue date:	December 31, 2018	December 31, 2017
Expected dividend	nil	nil
Risk free interest rate	0.030%	1%
Expected volatility	105.63%	107.11 -170.94%
Expected term	40 days - 314 days	30 days - 232 days

NOTE 7 - COMMON STOCK

(i)

COMMON STOCK ISSUED AND OUTSTANIDNG

On August 10, 2018, Lupama exercised 29,843,335 warrants to convert into equal number of shares at an exercise price of $.0025 for a total of $74,608 ,On September 6, 2018, exercised an additional 156,665 warrants to convert into an equal number of shares at an exercise price of $.0025 for a total of $392 and on October 2, 2018, Lupama exercised 4 million warrants to convert into equal number of shares at an exercise price of $.0025 for a total of $10,000. Exercise of warrants was off set against amounts payable to Lupama in lieu of cash payment.

On September 6, 2018, Lupama was issued 843,335 shares and on September 27, issued further 999,999 shares. These shares were valued at $0.45 per share, being the market price prevailing on the dates of their issues for a total of $829,500, which was off set against amounts payable to Lupama.

During the nine months ended December 31, 2018 thirty-one convertible notes plus accrued interest were converted into 3,160,605 shares for a total value of $642,411.

At December 31, 2018 and March 31, 2018, the Company had 200,000,000 common shares of par value $0.001 common stock authorized.

(ii)

COMMON STOCK SUBSCRIBED

On December 1, 2018, the Company initiated a private placement of up to 6 million units at a price of $.30 per Unit. Each Unit consisted of one common share and one warrant convertible into one common share at a conversion price of $.50 per share.

Up to December 31, 2018, the Company received three subscriptions totalling to $250,000 subscribing to 833,333 Units. The subscriptions were approved, and shares were issued in January 2019.

NOTE 8 - WARRANTS

In May 2017, the Company issued 5.9 million warrants in connection with the private placement.

The relative fair value of the 5.9 million warrants issued was estimated at $145,782 using the Black-Scholes valuation technique.

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

On August 1, 2018, the Company issued 30 million warrants and on October 1, 2018, 4 million warrants to Lupama for services provided in connection with the development of Plyzer. These warrants vested immediately on issuance and were valid for three years and convertible into equal number of common shares at an exercise price of $0.0025 per share. The fair value of the 34 million warrants issued was estimated at $20,485,440 using the Black-Scholes valuation technique. The value of warrants has been included in the paid in capital and charged to expenses as stock compensation. All warrants were exercised as explained in Note 7 (i) (a).

F-11

Plyzer Technologies Inc.

Nine months ended December 31, 2018

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8 - WARRANTS (continued)

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

Relating to warrants issued on	August 1, 2018	October 1, 2018
Expected dividend	nil
Expected dividend	nil	nil
Risk free interest rate	3%
Risk free interest rate	3%	3%
Expected volatility	105%
Expected volatility	138.56%	142.85%
Expected term	2 years
Expected term	3 years	3 years

The ~~movements~~value ~~during~~of ~~the~~warrants ~~nine~~has ~~months~~been ~~ended~~included ~~December~~in ~~31,~~paid ~~2018~~in ~~were as follows:~~capital.

	December 31, 2018		March 31, 2018
	No. of Warrants	Weighted average exercise price	No. of Warrants	Weighted average exercise price
Outstanding - beginning of period	5,900,000	$ 0.20	-	$ -
Issued	34,000,000	0.0025	5,900,000	0.20
Forfeited/Cancelled/Expired	-	-	-	-
Exercised	(34,000,000)	(0.0025)	-	-
Outstanding - end of period	5,900,000	$ 0.20	5,900,000	$ 0.20

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

The aforementioned warrants have an average remaining life of approximately 0.64 year as at December 31, 2018 (1.4 years as at March 31, 2018).

	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

AsThe ~~explained~~aforementioned inwarrants ~~Note~~have ~~7(ii),~~an ~~the~~average ~~Company~~remaining ~~received~~life ~~subscriptions~~of ~~for~~approximately ~~833,333~~0.62 ~~Units~~year ~~under~~as aat ~~private~~June ~~placement. 833~~30,~~333~~ ~~warrants~~2019 ~~relating~~(0.57 toyear ~~these~~as ~~subscriptions~~at ~~were~~March ~~issued~~31, ~~in January~~ 2019).

NOTE 910 - RELATED PARTY TRANSACTIONS

ADVANCES FROM DIRECTOR AND STOCKHOLDER

	December 31, 2018		March 31, 2018
	June 30, 2019		March 31, 2019
Balance, beginning of period	$	195,099	$	74,631
Balance, beginning of year	$	264,733	$	195,009
Funds advanced (net)		32,893		120,468
funds received		293,730		136,213
Balance, end of period	$	227,992	$	195,099
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 ~~and $27,000 respectively~~ for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2018~~2019. ($149,~~500 and $27,~~000 ~~respectively~~ for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2017~~2018).

~~F-12~~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.

~~Nine~~Three months ended ~~December~~June 3130, ~~2018~~2019

Notes to Unaudited Condensed ~~Consolidated~~ Financial Statements

NOTE 911 - ~~RELATED~~SUBSEQUENT ~~PARTY TRANSACTIONS (continued)~~EVENTS

~~DEVELOPMENT~~On ~~COSTS~~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.

~~Development~~The ~~costs~~Company ~~includes~~has ~~fees~~reviewed ~~charged~~events bysubsequent ~~Lupama~~to ofJune ~~$327~~30,~~381~~ ~~and~~2019 ~~$1,646,259,~~through ~~respectively, for~~ the ~~three~~date ~~and~~these ~~nine~~financial ~~months~~statements ~~ended~~were ~~December~~issued ~~31, 2018 ($345,520~~ and ~~$375,230~~determined ~~respectively~~there ~~for~~are ~~the~~no ~~three~~additional ~~and~~events ~~nine~~requiring ~~months ended December 31, 2017)~~disclosure. ~~Lupama is a company controlled by the CEO of the Company’s subsidiary.~~

Lupama was issued 34 million warrants valued at $20,485,440 as explained in Note 8, which were fully exercised into equal number of restricted common shares and was also issued 1,843,334 restricted shares valued at $829,500 for services provided.F-12

TRAVEL, MEALS AND PROMOTION

Comprises expenses of $7,286 and $28,760 charged by the CEO for the three and nine months ended December 31, 2018. ($9,591 and $37,096 respectively for the three and nine months ended December 31, 2017).

NOTE 10 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date these financial statements were issued and concluded that there are no other events to disclose except for the one detailed in Note 7(ii).

F-13

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.

OnOur ~~March~~administrative 31office is located at 47 Avenue Road, ~~2017~~Suite 200, ~~the~~Toronto, ~~Company~~Ontario, ~~changed~~Canada ~~its~~M5R ~~name~~2G3. ~~from~~Our ZDtelephone ~~Ventures~~number ~~Corporation~~is (416) 860-0211. Our fiscal year end is March 31. Rent for this office is paid on a month to ~~Plyzer~~month ~~Technologies~~basis ~~Inc~~with no lease agreement. ~~(“PLYZER”~~Our Canadian subsidiaries signed one-year lease on January 1, ~~the~~2019 ~~“Company”)~~for premises at 67 Portland St., Toronto, Ontario M5V 2M9, Canada which will expire on December 31, 2019.

~~The~~Plyzer ~~Company~~Technologies ~~has~~Inc. ~~three~~is ~~subsidiaries,~~a ~~Plyzer~~provider ~~Corporation~~of custom, ~~incorporated~~real-time, incloud-based ~~the~~business ~~State~~intelligence ofsolutions ~~Delaware~~for onbrands ~~December~~to 9,analyze ~~2016,~~critical ~~Plyzer~~online ~~Technologies~~price ~~(Canada)~~and ~~Inc~~market data., ~~incorporated~~Plyzer’s inhighly ~~the~~customizable ~~Province~~dashboard ofenables ~~Ontario~~country, ~~Canada~~regional onand ~~April~~local 11sales, ~~2017~~production and ~~Plyzer~~logistics ~~BlockChain~~operations ~~Technologies~~to ~~Inc~~adapt to prevailing market conditions quickly., ~~incorporated~~The inCompany’s ~~Ontario,~~technology ~~Canada~~is onalso ~~November~~being 3,used ~~2017~~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.

~~Our~~The ~~principal~~following ~~office~~discussion isand ~~located~~analysis atshould 47be ~~Avenue~~read ~~Road,~~in ~~Suite~~conjunction ~~200,~~with ~~Toronto,~~the ~~Ontario,~~financial ~~Canada~~statements ~~M5R~~and ~~2G3.~~accompanying ~~Our~~notes ~~telephone~~of ~~number~~the isCompany ~~(416)~~for ~~860-0211.~~the ~~Our~~three ~~fiscal~~months ~~year~~ended ~~end~~June is30, ~~March~~2019 ~~31.~~and ~~Our~~the ~~Canadian~~audited ~~subsidiaries~~financial ~~signed~~statements anand ~~assignment~~notes ~~of lease on January 1, 2018~~ for ~~premises~~the atyear 67ended ~~Portland~~March ~~St.~~31, ~~Toronto, Ontario M5V 2M9, Canada which will expire on December 30,~~ 2019.

PLYZER’s business strategy until March 2015 involved developing a social website, B’ Wished, acquired in July 2012 aimed at driving traffic for various sellers of products and services which can generate revenue through commissions from the associated sellers and advertisements, as well as other related sources for the Company. However, at the end of March 31, 2015, the Management concluded that this was not a commercially viable business and decided to expense all the costs related to this project. During the fiscal year 2016, the Company also wrote off small investments it had in a couple of emerging technology companies in Spain due to unavailability of adequate information from these entities to support any valuation of these investments.

On November 21, 2016, The Company signed a consulting agreement with an independent Spanish Corporation, Lupama Producciones, S.L. (“Lupama”). Lupama’s key owner, Luis Pallares became the CEO of Plyzer Technologies (Canada) Inc.

Lupama is creating an artificial intelligence driven engine for price comparison for the Company, known as “Plyzer”. Further details on Plyzer can be found under “Business Plan and Strategy” section of this report.

The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes of the Company for the three and nine months ended December 31, 2018 and the audited financial statements and notes for the year ended March 31, 2018.

Business Plan and Strategy

~~Lupama~~The ~~is creating an artificial intelligence driven engine for price comparison for the~~ Company,’s ~~known~~business asplan ~~“Plyzer”.~~focuses ~~The focus is~~ on ~~the~~three ~~development~~main of the backend and front end for “customer use”. While the Company has so far produced a fairly stable beta site, it needs more testing work. In addition to the testing, we also need to finish the composition of some back and front-end details and the configuration of some events. After this soft launch, we will review and update any issues that may arise at this stage and build new features to integrate during the public launch expected to be early next year. We are currently using development environments and testing production environments.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

~~Beta~~·Core ~~testing~~developers’ ~~carried~~team ~~out~~of totwo ~~date~~tech ~~achieved~~leaders ~~the~~and ~~following:~~four developers

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

~~Spain~~·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

~~332~~Spanish ~~Pharmacies~~subsidiaries ~~reached~~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.

24,729 products reached in Spain

1,793,580 prices crawled daily

Canada

79 Stores reached in Canada

44,980 products reached in Canada

446,531 prices crawled Dailey

Cannabis Industry

4,633 products reached

78,578 prices crawled Dailey

During the three months ended December 31, 2018, the Company began extending its testing of PLYZER application in Cannabis industry.

The following were specific technical development during the three months ended December 31, 2018:

Product matching: Created and included a new textual prediction based on url match.

Product matching: Created and included a new textual prediction based on OCR text (text extraction from images).

Product matching: Improved execution time of the product matching. Now the product matching can be weekly executed for all the domains (Spain, Canada, cannabis).

Product matching: New control panel to select and introduce faster big chunks of prices.

Product matching: Visualisation of anomalies and missing brands. For instance, in Canada it was already used to introduce a total of more than 20K products.

Product matching: Improved accuracy of textual model (more than 5%).

Product matching: Textual model includes gender and volume identification - litre, kilogram...

Product matching: Includes a retraining method in order to update the textual models with the new data ingested.

Data ingestion (images): Created a new game application with user authentication that is use to match images and builds datasets.

Data ingestion (images): Extraction of images in order to feed our image datasets from other sources (google images, bing).

Data ingestion (images): Preprocessing of images to discard wrong ones using ASIFT method.

Several core developments in the contents and display and data capture rpograms.

Adapt and optimize PLYZER’s blog on social media including content development and monitoring results and impact on a monthly basis.

Promotional efforts through press and web communication

On October 17, 2018, the Company announced that Adamed Laboratorios, a Madrid-based pharmaceutical company is presently subscribed to Plyzer 's Intelligence platform. Adamed is monitoring the online performance of their over the counter product catalogue on more than 360 online sales channels in Spain. Adamed manufactures over 250 products and has a global presence in 60 countries.

This is an important milestone in the commercialization of Plyzer’s B2B platform, as the company transitions from the pre-revenue development phase and begins to execute its go-to-market growth strategy. Plyzer’s proprietary technologies - especially our advances in the automation of product matching - are major steps forward for business analytics.

The Company has however, not yet generated or realized any revenues from business operations.

Results of operations

~~The~~For ~~Company~~the ~~did~~three ~~not~~months ~~have~~ended ~~any~~June ~~operating~~30, ~~income~~2019, ~~since~~the ~~its~~Company ~~inception~~had ona ~~February~~net 23loss of approximately $3 million, ~~2005~~while ~~through~~its ~~December~~operating 31loss was approximately $945,000 ~~2018.~~compared ~~For~~to the ~~three~~operating ~~and~~loss ~~nine~~of $348,000 for the three months ended ~~December~~June 3130, 2018,. ~~the~~Significant ~~Company~~increase ~~recognized~~in aoperating ~~net~~expenses ~~loss~~are due to setting up of a ~~approximately~~fully ~~$1.5~~operational ~~million~~office in Spain as explained under business plan and ~~$23~~strategy ~~million~~section, ~~respectively~~hiring of new staff, ~~compared~~joining tobonus ~~net~~paid ~~loss~~in ofshares ~~$0.5~~to ~~million~~these staff and ~~$0.8~~marketing ~~million,~~campaigns ~~respectively~~launch, ~~for~~these ~~the~~costs ~~three~~contributed ~~and~~to ~~nine~~approximately ~~months~~$600,000 ~~ended~~to ~~December~~the ~~31,~~operating ~~2017~~costs.

Major costs during the three and nine months ended December 31, 2018 related to the 34 million fully vested warrants issued to Lupama on August 1, 2018 (30 million) and October 1, 2018 (4 million). These warrants were valued at $20.5 million. The entire amount was expensed as stock compensation during the nine months ended December 31, 2018. There was no stock compensation during the nine months ended December 31, 2017.

Operating costs net of the value of warrants for the three months ended December 31, 2018 was $0.5 million of which $0.3 million related to development costs.

Overall operating expenses less stock compensation remained more or less same during the 2018 fiscal quarter compared to 2017 fiscal quarter.

Revenues

~~There~~The ~~was~~Company nogenerated ~~revenue~~its ~~for~~first sale during the three ~~and nine~~ months ~~ended~~to ~~December~~June 3130, ~~2018~~2019, ~~and~~which ~~2017~~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 ~~and nine~~ months ended ~~December~~June 3130, ~~2018~~2019 ~~were~~included review fee of $573,~~300~~500 charged by the auditors and legal fees of $~~145~~92,~~700~~185 ~~respectively~~comprising ~~compared~~due todiligence ~~$4,200~~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 ~~$29,620,~~value ~~respectively~~of ~~for~~new loan notes from 4 during the three ~~and~~months ~~nine~~to June 30, 2018 to 14 during the three months ~~ended~~to ~~December~~June 3130, ~~2017~~2019.

~~Professional~~Fees ~~fees~~ for the three ~~and nine~~ months ended ~~December~~June 3130, 2018 included legal fees of $5524,~~550~~150 and audit and review fee of $~~136~~5,~~500,~~150. ~~respectively,~~Increase ~~and~~in ~~the~~legal ~~remaining~~fee ~~balance~~was ofmainly ~~the~~due ~~fees~~to ~~related~~increasing tonumber ~~audit~~of ~~fees~~convertible ~~relating~~loan tonotes ~~reviews~~issued, each of ~~the~~which ~~interim~~involved ~~financials~~due diligence and ~~10-Q~~legal ~~reports~~paperwork. There were four new notes issued for a total of approximately $218,000 during this period.

The increase in legal fees was mainly due to increasing the number of convertible loan notes issued, converted and paid, each of which involved due diligence and legal paperwork. There were approximately 33 loans related transactions during the nine months ended December 31, 2018 compared to 8 transactions during the nine months ended December 31, 2017.

Professional fees for the three and nine months ended December 31, 2017 were $4,200 and $29,620, respectively. Approximately $25,000 of the fees for the nine months to December 31, 2017 related to legal and due diligence fees paid to the lawyers involved in raising convertible debt financing and the balance of the fees consisted of audit and review fees charged by the independent accountants.

Consulting fees

Consulting ~~fees~~fee for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2018~~2019 ~~were~~included fee charged by the CEO of $489,~~319~~000 and $90187,~~675,~~000 ~~respectively,~~representing ~~compared~~value of shares issued to ~~$17,500~~the staff of Spanish subsidiary as a joining bonus and other consultants. The balance of approximately $3777,000, ~~respectively,~~was ~~for~~charged ~~three~~by ~~and~~consultants ~~nine~~who ~~months~~provided ~~ended~~accounting, ~~December 31~~administrative, ~~2017~~business strategy and financial services.

The fees for the three and nine months ended December 31, 2018 included fees of $9,000 and $18,000 charged by the CEO, respectively, and the remaining balance of the fees were charged by third parties for accounting, administrative and financial services. A new consultant was appointed in the Toronto office in September 2018 at a cost of CDN$4,000 per month. Further, in December 2018, this consultant was paid extra fee of $27,000 for additional work - which increased the overall consulting fees.6

Consulting fees ~~for the three and nine months ended December 31, 2017~~ included ~~fees~~fee of $149,~~500~~000 charged by the CEO and the ~~remaining~~Balance ~~balance of~~ $314,~~000~~ ~~represented~~726 ~~fees~~was charged ~~for~~by ~~accounting~~third ~~services.~~parties ~~During the three months ended December 31, 2017, CEO’s annual fee was revised~~ for ~~the fiscal year 2018 from $25~~accounting,~~000~~ toadministrative ~~$36,000.~~and Asfinancial a result, apart from the fee of $9,000 based on the new fee for the quarter, additional fees of $5,500 for the first six months to September 30, 2017 was also charged during the nine months ended December 31, 2017services.

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

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

~~Significant~~General ~~items included in the general~~ and administrative costs for the three ~~and nine~~ months ~~ended~~to ~~December~~June 3130, ~~2018~~2019 ~~were~~increased ~~rent~~to ~~and utilities of respectively~~ $855,~~085~~208 ~~and~~from $2411,~~463~~554 for the ~~Toronto~~three ~~office,~~months ~~filing fee for upgrades~~ to ~~the~~June ~~OTCQB listing of~~30, ~~respectively,~~2018. ~~$3,250~~Plyzer ~~and~~Spain $5subsidiary,~~750~~ ~~and~~which ~~transfer~~was ~~agent~~incorporated ~~fees~~in ofApril ~~respectively $3~~2019,~~420~~ ~~and~~incurred approximately $937,~~930.~~000 ~~The~~of ~~transfer~~the ~~agent~~total ~~fees~~expenses. ~~increased~~Other ~~significantly~~costs ~~mainly~~which ~~due~~included torent ~~increase in issuance and conversion of convertible notes. Exchange gain~~ for the ~~three~~Toronto ~~and~~office, ~~nine~~transfer ~~months~~agent ~~ended~~fees ~~December~~etc. ~~31,~~remained ~~2018~~more ~~was~~or ~~$5,081~~less ~~and $5,699, respectively~~consistent.

~~General~~Significant items included in the general and administrative costs for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2017~~2018 included rent ~~and~~of ~~utilities~~$8,545 offor ~~Toronto~~three ~~office~~months for ~~$5,620~~the ~~and~~Toronto ~~$16,411~~office and transfer agent ~~fee and regulatory~~ fees of $1,~~925 and $6,765 respectively~~360. The ~~increased~~transfer ~~fee~~agent ~~was~~fees ~~mainly~~were ~~due~~lower tothis ~~Toronto~~quarter ~~office,~~compared ~~CUSIP~~to ~~change~~the ~~following~~fiscal a2018 ~~name~~quarter ~~change~~due ~~and processing fees related~~ to ~~convertible~~absence ~~loans~~of ~~charged~~any byconversion of the ~~transfer~~convertible ~~agent~~loans.

Travel, meals and promotion

These costs were incurred by the CEO and mainly involved travelling in Europe and North America in connection with the fund raising, promotion and monitoring the progress of the development work. Costs were less by approximately $8,000 during the 2018 period compared to 2017 period reflecting lesser travels.

Interest Expense

Interest expense during the three ~~and nine~~ months ended ~~December~~June 3130, ~~2018~~2019 related to ~~nine~~approximately ~~and~~38 ~~twenty-one~~ convertible unsecured loans ~~issued~~, ~~respectively,~~including ~~and~~11 ~~four and seven~~ loans prepaid ~~respectively~~ during the period and 14 new loan notes issued. Interest ranged from 58% to 12% per annum. ~~Interest~~Also included was amortization of debt discount of $11599,~~563 and $612,849, respectively for the three and nine months ended December 31, 2018~~770.

Interest expense during the three and nine months to December 31, 2017 related to six convertible unsecured loans issued during the period, including two loans which were fully converted and one loan which was partially converted during the period, and consisted of debt discount of $90,837 and $160,417 and interest of $4,589 and $11,896, respectively for the three and nine months ended December 31, 2017. Interest rates ranged from 8% to 12% per annum.

Stock compensation

On August 1, 2018, the Company revised the terms of the consulting agreement with Lupama. As a result, 5 million shares issued to Lupama and 25 million shares issuable to Lupama on completion of certain milestones were cancelled and replaced by 30 million warrants, which vested immediately on issuance, valid for three years and convertible into equal number of common shares at an exercise price of $0.0025 per share.

On October 1, 2018, Lupama was awarded additional 4 million fully vested warrants which were exercised for equal number of common shares on October 2, 2018 at an exercise price of $0.0025 per share.

The warrants were valued at $20.5 million using Black-Sholes valuation method as explained in Note 8 of the financial statements of the Company for the three and nine months ended December 31, 2018. Since all warrants were vested, the entire value was expensed.

Financial Condition, Liquidity and Capital Resources

For the nine months ended December 31, 2018, the Company generated a negative cash flow from operations of approximately $1.2 million (nine months to December 31, 2017: negative cash flow of approximately $0.5 million), which was primarily met from existing cash, proceeds from the convertible loans and from subscriptions received and advances from the director and shareholder. As of December 31, 2018, the Company had cash of $218,067 (as at March 31, 2018: $261,575).

In absence of any potential revenue in the near future, the Company will continue to be dependent upon financing raised through equity and debts and advances from its director and shareholders.

~~Our~~Interest ~~present~~expense ~~material~~during ~~commitments~~the ~~continue~~three months ended June 30, 2018 related to beapproximately ~~the~~17 ~~development~~convertible ~~and~~unsecured ~~commercial~~loans, ~~launch~~including ~~costs~~two ofloans ~~Plyzer~~prepaid ~~and~~during ~~professional~~the period and ~~administrative~~three ~~fees~~new ~~and~~loan ~~expenses~~notes ~~associated~~issued. ~~with~~Interest ~~the~~ranged ~~preparation~~from of5% ~~our~~to ~~filings~~12% ~~and~~per ~~other~~annum. ~~regulatory~~Also ~~requirements~~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

~~There~~For ~~was~~three nomonths ~~new~~ended ~~investment~~June ~~during~~30, ~~the~~2019, ~~nine~~Plyzer ~~months~~Spain ~~ended~~purchased ~~December~~furniture 31and equipment of approximately $69,000 ~~2018~~and invested $86,000 in a private company in Spain.

~~During~~There ~~the~~was ~~nine~~no ~~months~~new ~~ended~~investment ~~December~~during ~~31,~~the ~~2017,~~three ~~the~~months ~~Company~~ended ~~spent~~June $530,~~507~~ ~~on furniture and equipment for the Toronto office of Plyzer Technologies (Canada) Inc~~2018.

Financing activities

~~The~~During ~~Company~~the ~~raised~~three ~~net~~months ~~$1.2~~ended ~~million~~June of30, ~~which~~2019, ~~approximately~~the ~~$0.9~~Company ~~million~~raised ~~from~~250,000 ~~debt~~through ~~financing~~private ~~net~~placement of(see ~~debts~~Note ~~settled~~8 inof ~~cash~~the ~~and~~unaudited ~~$250,000~~consolidated infinancials ~~subscription~~for ~~received~~the ~~under~~period), a$925,450 ~~private~~through ~~equity~~convertible ~~financing~~notes ~~during~~and ~~the~~settled ~~nine~~convertible ~~months~~notes ~~ended~~of ~~December 31~~$392,500 ~~2018.~~in cash (~~$624,807~~see ~~for~~Note 6 of the ~~nine~~unaudited ~~months~~consolidated ~~ended~~financials ~~December~~for ~~31,~~the ~~2017~~period). ~~Details~~and ofborrowed ~~the~~net ~~financing~~of ~~are~~$45,613 ~~provided~~from inthe ~~notes~~director 5 and 7a shareholder (~~ii)~~see Note 10 of the unaudited consolidated financials for the period).

The Company raised ~~total~~net of $~~624~~125,~~807~~269 through ~~equity financing,~~ shareholder advances and debt financing during the ~~nine~~three months ended ~~December~~June 3130, ~~2017~~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 $28 33.8 million. The Company realized a net loss from operations of ~~approximately~~ $23944,983 ~~million~~ and $~~0.8 million~~348,038, respectively, for the ~~nine~~three months ended ~~December~~June 3130, ~~2018~~2019 and ~~2017~~2018. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s ~~believes~~subsidiary, ~~that~~Plyzer ~~most~~Spain ofhas ~~the~~enrolled ~~development~~one ~~work~~customer ~~has~~and ~~been~~generated ~~completed~~a ~~and~~small ~~the~~revenue ~~project~~for isthe atthree amonths ~~stage~~ended ~~where~~June it30, ~~will~~2019. ~~attract~~It ~~further~~has ~~equity~~also ~~financing~~made ~~which~~extensive ~~currently~~efforts ~~the~~in ~~Company~~securing ~~continues~~more tocustomers ~~seek~~ and increase its ~~ability~~revenues. toThe ~~settle~~Company orcontinued ~~convert~~to ~~loans~~secure onadditional aconvertible ~~timely~~loans ~~basis~~and isequity ~~likely~~financing toand ~~encourage~~has ~~lenders~~raised toapproximately ~~continue~~$673,000 to ~~provide~~date ~~debt~~through ~~financing~~equity ~~when~~and ~~required~~debt ~~on a competitive terms~~ 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.

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 ~~and nine~~ months ended ~~December~~June 3130, ~~2018~~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.

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
Exhibit Number	Descriptions
Number	Descriptions
31	*Certification of the Chief Executive and Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.1	*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
32.1	*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.

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

8-K filed on October 25, 2018

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: ~~February~~September 1311, 2019

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

Filing Compare · Plyzer Technologies Inc.