ITEM 1. DESCRIPTION OF BUSINESS
Forward-Looking Statements
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “could”, "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.
As used in this annual report, the terms "we", "us", "our", “the Company”, mean ZD Ventures Corporation, unless otherwise indicated.
All dollar amounts in this annual report refer to US dollars unless otherwise indicated.
Overview
We were incorporated on February 23, 2005 under the laws of the state of Nevada. We have had several changes in our officers and directors since inception up to March 9, 2010 when Mr. Kam Shah became our chairman of the board of directors, president, secretary, treasurer and chief executive officer. On June 28, 2013, the Company changed its name from Webtradex International Corporation to ZD Ventures Corporation (“ZDV”, the “Company”).
We do not have any subsidiaries. Our principal office is located at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3. Our telephone number is (416) 929-1806. Our fiscal year end is March 31.
ZDV’s current business strategy involves developing a social website 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. The Company is a developmental stage corporation and has not yet generated or realized any revenues from business operations.
In July 2012, the Company acquired all intellectual property related to the development of B’Wished, including all related URLs, designs, concepts and software codes which it plans to use in the continuous development of an interactive website - B’Wished - and generate business in the social e-commerce sector.
The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended March 31, 2014. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. ZDV has recently attracted an investor group which has already provided some funding and is willing to provide more equity funding to support the Company’s business strategy. However, the Company has not yet generated significant revenues and its current web site project is still under development stage. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements”.
Employees
As of March 31, 2014, the Company employed no full time and no part time employees. Hiring employees over the next twelve months will depend on the continued implementation of the current business strategy and if the required funds are raised. It is likely that for now, the Company will resort to hiring consultants as and when needed rather than employ people on a full time basis to keep its operational costs at minimum.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Available Information
Information regarding the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, are available to the public from the SEC's website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission. Any document that the Company files with the SEC may also be read and copied at the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
ITEM 1A.
ITEM 1A. RISK FACTORS
As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
The Company’s current executive offices are at 47 Avenue Road, Suite 200, Toronto, Ontario Canada M5R 2G3. We pay no rent or other fees for the use of the mailing address as this office is leased by a company where the CEO has his office.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information. There is no established trading market in our Common Stock. The Company's common stock is traded only on the OTC Quotation Board (OTC: ZDVN).
(b) Holders. As of March 31, 2014, there were approximately twenty nine (29) holders of record of our common stock, which excludes those shareholders holding stock in street name.
(c) Dividend Policy. We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
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 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
Discussion and Analysis
The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.
FOR THE YEAR ENDED MARCH 31, 2014 AND 2013
Results of operations
The Company did not have any operating income since its inception on February 23, 2005 through to March 31, 2014. For the period from inception through to the year ended March 31, 2014, the registrant recognized an accumulated deficit of $195,480.
Net Operating Revenues
There was no operating revenue for the twelve months ended March 31, 2014, and 2013 respectively.
Operating Expenses
Operating expenses for the year ended March 31, 2014 increased significantly from those for the fiscal year 2013. The increase of approximately $ 27,000 was due mainly to consultant fees of $ 25,000 paid to the Company’s CEO which were not being paid in prior years, and an increase in fees paid to external consultants for services including logistics consulting.
Professional Fees
Professional fees for the year ended March 31, 2014 include the fees charged by the Company’s independent accountant. Professional fees decreased from $10,073 to $8,500 for the fiscal year ended March 31, 2013 and 2014, respectively. In fiscal 2013, fees included charge of $ 4,000 by the independent accountant, $ 600 for tax returns preparations and $ 6,000 to a consultant who provided services as chief operating and investment officer, whose services were terminated in September 2012.
Consulting Fees
Consulting fee of approximately $ 46,000 for the fiscal 2014 included fee of $ 25,000 charged, for the first time, by the CEO and $21,000 to Mr. Jeffrey Robinson who holds 31.36% of the issued and outstanding shares of the Company. Mr. Robinson signed a consulting agreement effective January 1, 2014, terminable with one month’s notice to provide business advisory, investor and public relation services for a monthly fee of 3,500.
During the fiscal year ended March 31, 2013, $11,000 was charged by two independent consultants for services including logistics consulting. During this period, the CEO was not charging any fees.
Travel, meals and promotion
During the fiscal 2014, a potential investor sent his representative to London and Spain to evaluate B’Wished project and other business opportunities in Spain, which resulted in him providing a convertible loan of $ 100,000 to the Company. The travel and related costs of approximately $12,000 were charged to the company.
There were no such costs in the prior years.
Interest Expense
Interest expense for the year ended March 31, 2014 totalled $13,397, compared to $11,442 at the year ended March 31, 2013. No interest was accrued after July 17, 2013, due to the negotiated five year extension of the note payable without any further interest to be charged. The Note holder, Birthday Slam Corp., an Ontario private corp., owned by a shareholder of the Company, will be entitled to receive 5% of the gross revenue earned by ZD Ventures until the full settlement of the note. Additionally, in February 2014, the Company received a $100,000 unsecured convertible loan with terms of accruing interest at a rate of 5% and repayment within 2 years. The loan and interest accrued can be converted into common shares of the Company at US$0.05 per common share. The entire $100,000 principle of the note is a beneficial conversion feature due to the stock price. The conversion feature of the convertible loan amortized $7,808 to interest expense.
Financial Condition, Liquidity and Capital Resources
For the twelve months ended March 31, 2014 and 2013, the Company has generated a negative cash flow from operations of approximately $67,000, which was met from available cash plus additional funds raised during the fiscal year. The Company was advanced a further loan of approximately $ 26,000 by a shareholder and received $ 100,000 from an independent party by way of a convertible loan at 5% interest, repayable within two years or convertible into Common shares of the Company at $0.05 per share. In absence of any potential revenue in the near future, the Company will continue to be dependent upon its shareholders and associates to fund its cash requirements.
Our present material commitments are professional and administrative fees and expenses associated with the preparation of our filings with the U.S. Securities and Exchange Commission (“SEC”) and other regulatory requirements.
As of March 31, 2014, the Company had cash of $74,415. The Company's total assets increased from $506,173 as of March 31, 2013 to $576,931. Total liabilities increased from $528,301 at March 31, 2013 to $573,566 at March 31, 2014. This increase is attributable to additional borrowing to pay expenses.
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.
Acquisition of intangible assets
On July 17, 2012, the Company acquired from Birthday Slam Corporation (BSC), an Ontario, Canada incorporated Private Corporation, which is owned by Mr. John Robinson, a shareholder of the Company, assets comprising of a website and related applications for commercial use under development at a total purchase price of $385,500. The acquisition was accounted for as assets acquisition since it did not fully meet the criteria for a business acquisition set out in FASB ASC 805-10-20. The purchase price was allocated to the intangible assets acquired based on their estimated fair value on the acquisition date. The fair value assigned to identifiable intangible assets acquired has been determined primarily by using the income and cost approach. Purchased identified intangible assets which comprise a website and related applications under development of B’Wished, are included as intangible assets and will be amortized on a straight line basis over their useful life, considered to be five years upon commencement of their commercial usage.
Since the acquisition, direct development costs incurred total $117,016, which have been capitalized through March 31, 2014. These costs were comprised of fees paid to various consultants for content development, design and editorial work on the B’Wished website, resulting in a first beta version of B’Wished portal. No new expenses were incurred in the fiscal 2014.
One of the key issues that remained to be resolved was the introduction of artificial intelligence technology which would allow customizing gift ideas to each user according to his or her personal preferences.
On January 1, 2014, the Company appointed Mr. Jeffrey Robinson as consultant. Mr. Robinson has close ties with IBM Spain senior management and was privy to some current and upcoming technologies that will allow for B’Wished to be the go to application for intelligent gifting.
In February 2014 the CEO of IBM, Virginia Rometty, announced at the Barcelona World Mobile Congress that Cloud, Big Data and Watson would be made open and available to all businesses of any size and application developers. B-Wished will now be able to use Artificial Intelligence, Intelligent Algorithms and Machine Learning science to suggest gifts to users for buying or receiving based on their profile data collected through Social Networks like Facebook and via web scraping technologies. Our delivery mechanism will be mobile and tablet but we will retain a web based presence.
The new technologies now available through IBM will significantly enhance the user experience for our users, an area in which we struggled after launching the first beta version.
Two other recent developments that will assist us in gaining traction and a robust user base include:
- Facebook Developer Enhancements
Facebook has had a relatively closed application API (application programming interface) until April 2014. Developers can now build upon the API and create seamless layers to interact with all the public information scraped from the social graph of any member and use gateways for payment processing. This will remove steps for our users and increase the user experience level.
- Twitter Open API for Developers
Twitter has always had a closed API except for some very large Enterprise clients. In April Twitter announced the opening up of their API for application developers. The first significant client to take advantage of this is Amazon. A Twitter user can now browse items and add to his or her shopping cart directly from Twitter by linking the accounts. Amazon is B-Wished's main channel for products.
Next Steps for B-Wished
IBM and the B-Wished application development team will be meeting in mid-July 2014 for a one day brainstorming session to map out which IBM technologies should be integrated into the application. The session will include the head of ecommerce for IBM Spain, chief data scientist, and head of Watson Developer Platform. IBM has reviewed the B-Wished application and sees great merit in co-operating and providing us with superior technical know-how at a minimal cost.
We have projected that the next live version for B-Wished incorporating all the above mentioned tools and technologies can be completed at a cost of approximately $100,000.
The Company recently secured additional funding of $100,000 and new investors along with the existing ones have expressed their willingness to finance the completion of the second beta version with IMB technology as explained above.
Significant added revenue streams potential:
B-Wished will be collecting extremely valuable user data. Making sense of the data and monetizing it will now be much easier for B-Wished using the suite of IBM technologies available to us. We now have direct access to algorithms used by the giant retailers and can deploy the same for B-Wished. This would have been extremely cost prohibitive before.
Affiliates
In Version1 B-wished had to manually sign up through each individual retailer. IBM's E Commerce platform will allow us 1 click access to most retailers globally as most are clients. IBM will provide us this at no cost. (The cost of one licence for a retailer is between 60K and 100K.)
Our lead technical developer is currently learning and configuring the platform.
Competition
Many applications on the web or mobile offer wish lists or registries - but none offer intelligent gifting using Artificial Intelligence. The main point B-Wished will solve is "what to gift and individual" via predictive and suggestive technology.
Summary
The hook to get user adoption will be the free gift feature. A user will sign up and be offered free gifts by retailers based on a user’s profile and geographic location. The user will have 24 hours to redeem some or all of the gifts offered to him or her. Retailer response to B-Wished has been 100% positive.
All retailers appear to show their willingness to participate. B-Wished will accumulate rich data as each free gift is redeemed. With 24 million birthdays daily, we have an enormous market.
IBM has opened up a door for us to create an incredibly useful platform for intelligent gifting. We have their support and technology. We plan to commence work on the next beta version after our June meeting with IBM Spain and are confident B-Wished’s next version will be completed by October 2014.
We hope to launch commercial version in early 2015. We believe we will be able to capture at least one percentage of the market initially, accelerating to five percentage in five years to generate revenues to break even in less than three years.
In light of the above, the Company’s management has concluded that the intangible assets have not sustained any permanent impairment as at March 31, 2014.
No amortization is applied to the carrying cost of the intangible assets since they are still under development.
Going Concern
The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have an accumulated deficit of $195,480. The Company realized a net loss from operations of $73,241 and $34,441, respectively, for the years ended March 31, 2014 and 2013. These conditions raise substantial doubt about our ability to continue as a going concern. Further development of Beta one version of B’Wished web portal to its commercial launch will require further funding of at least $ 100,000 plus the Company will need operating costs until B’Wished can start generating revenue. The company secured a $ 100,000 convertible loan and is currently negotiating with others to raise equity funding needed. However, there is no guarantee that such negotiations will success or result in the availability of the required funding. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Critical Accounting Policies
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.
Intangible assets
The Company evaluates intangible assets for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Intangible assets are tested for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value and the carrying value. The fair value is estimated using discounted cash flows. Forecasts of future cash flows are based on management’s best estimate of future net sales and operating expenses, based primarily on estimated category expansion, market segment share and general economic conditions.
Revenue Recognition
The Company’s key revenue source is expected to be a percentage of commissions receivable from ultimate sellers with whom the Company enters into definite affiliate program. The Company is not responsible for holding any inventories nor does it have any latitude in establishing prices. Commission received from sellers and similar amounts earned through other seller sites are recognized when items are sold by sellers and their collectability is reasonably assured. The Company records an allowance for estimated refunds on such commission using historical experience.
Technology and Content
Technology and content costs consist principally of consulting fees involved in application development, editorial content and system support. These costs are directly incurred on website - B’Wished - development and applications supporting our business and are capitalized until the commencement of commercial applications and thereafter expensed as per ASC 350-50. The capitalized costs will be amortized over five years on commencement of commercial application. Technology and content costs are included in intangible assets.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States Dollar. Assets and liabilities recorded in currencies other than US dollars are translated into USD at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for stockholders’ equity (deficiency) and revenues, expenses, gains and losses shall be translated at the exchange rate on the dates on which these elements are recognized, or if found to be impractical, the average exchange rate for the period may be used to translate these elements. Adjustments that arise from translation into the reporting currency are recorded as an exchange gain or loss and are recognized as a component of other comprehensive income.
Commitments
We do not have any commitments which are required to be disclosed in tabular form as of March 31, 2014.
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, result of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 7A.
ITEM 7A. 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 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the index to the Financial Statements below, beginning on page.
ZD Ventures Corporation
Financial Statements for the Year Ended March 31, 2014 and 2013
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
ZD Ventures, Inc.
We have audited the accompanying balance sheets of Integrated Electric Systems, Inc. as of March 31, 2014 and 2013 and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ZD Ventures, Inc. as of March 31, 2014 and 2013 and the results of its operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has limited established sources of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Kyle L. Tingle, CPA, LLC
June 16, 2014
Las Vegas, Nevada
ZD Ventures Corporation
(A development stage enterprise)
Balance Sheets
The accompanying notes are an integral part of the financial statements.
ZD Ventures Corporation
(A development stage enterprise)
Statements of Operations
The accompanying notes are an integral part of the financial statements.
ZD Ventures Corporation
(A development stage enterprise)
Statement of Shareholders’ Equity
The accompanying notes are an integral part of the financial statements.
ZD Ventures Corporation
(A development stage enterprise)
Statements of Cash Flows
The accompanying notes are an integral part of the financial statements.
ZD Ventures Corporation
(A development stage enterprise)
Year ended March 31, 2014
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Business Description
ZD Ventures Corporation (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, is a development stage corporation, and operates from its executive office in Toronto, Ontario, Canada. The Company is currently in the development stage as defined under Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 915-10, “Development Stage Entities". Most of the activities of the Company to date relate to its organization, funding , and development of a commercial web portal.
In July 2012, the Company acquired certain intellectual properties related to a social website under development (Note 4). The company plans to complete the design and development of this web site and to launch it commercially as soon as possible.
(B) Basis of Presentation
The audited financial statements for the year ended March 31, 2014 are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars.
(C) 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.
(D) Intangible assets
The Company evaluates intangible assets for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Intangible assets are tested for impairment by first comparing the book value of net assets to the fair value. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value and the carrying value. The fair value is estimated using discounted cash flows. Forecasts of future cash flows are based on management’s best estimate of future net sales and operating expenses, based primarily on estimated category expansion, market segment share and general economic conditions.
(E) Revenue Recognition
The Company’s key revenue source is expected to be a percentage commission receivable from ultimate sellers with whom the Company enters into definite affiliate program. The Company is not responsible for holding any inventories nor does it have any latitude in establishing prices. Commission received from sellers and similar amounts earned through other seller sites are recognized when items are sold by sellers and their collectability is reasonably assured. The Company records an allowance for estimated refunds on such commission using historical experience.
ZD Ventures Corporation
(A development stage enterprise)
Year ended March 31, 2014
NOTES TO FINANCIAL STATEMENTS
(F) Technology and Content
Technology and content costs consist principally of consulting fees involved in application development, editorial content and system support. These costs are directly incurred on website - B’Wished - development and applications supporting our business and are capitalized until the commencement of commercial applications and thereafter expensed as per ASC 350-50 “Website Development Costs.” The capitalized costs will be amortized over five years on commencement of commercial application. Technology and content costs are included in intangible assets.
(G) Foreign Currency Translation
The Company’s functional and reporting currency is the United States Dollar. Assets and liabilities recorded in currencies other than US dollars are translated into USD at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for stockholders’ equity (deficiency) and revenues, expenses, gains and losses shall be translated at the exchange rate on the dates on which these elements are recognized, or if found to be impractical, the average exchange rate for the period may be used to translate these elements. Adjustments that arise from translation into the reporting currency are recorded as an exchange gain or loss to be included in net income.
(H) Net income (loss) per share
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.
(I) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturity of three months or less to be cash equivalent. As of March 31, 2014 and 2013 the Company had no cash equivalents.
(J) Income taxes
The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the liability method. Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
(K) Share-Based Compensation
FASB ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all stock-based payments awarded to employees, including employee stock option, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (A) the option to settle by issuing equity instruments lacks commercial substance or (B) the present obligation is implied because of an entity’s past practice or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
ZD Ventures Corporation
(A development stage enterprise)
Year ended March 31, 2014
NOTES TO FINANCIAL STATEMENTS
(L) Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
FASB Accounting Standards Codification (ASC) topic, “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three-level hierarchy for fair value measurements is defined as follows:
·
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
·
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable of the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;
·
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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 not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
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. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
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 March 31, 2014, the Company has an accumulated deficit amount of $195,480.
ZD Ventures Corporation
(A development stage enterprise)
Year ended March 31, 2014
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
The management has evaluated all recently issued accounting pronouncements through to the filing date of these financial statements and believes that these pronouncements, although for the current filing date, will not have a material effect on the Company.
NOTE 4 - ACQUIRED INTANGIBLE ASSETS
On July 17, 2012, the Company acquired from Birthday Slam Corporation (BSC), an Ontario, Canada incorporated Private Corporation, owned by a shareholder of the Company, assets comprising of a website and related applications for commercial use under development “B’Wished”, which are included as intangible assets and will be amortized on a straight line basis over their useful life, considered to be five years upon commencement of their commercial usage.
The primary reason for this acquisition was to enable the Company to engage in revenue generating business activities.
The following were the movements in the intangible assets during the fiscal year:
Development costs are comprised of fees paid to various consultants for content development, design and editorial work on the B’Wished website, resulting in a first beta version of B’Wished portal. No new expenses were incurred in the fiscal 2014.
One of the key issues that remained to be resolved was the introduction of artificial intelligence technology which would allow customizing gift ideas to each user according to his or her personal preferences. The Company’s consultant is currently negotiating with IBM Spain for the use of some of their latest technologies which will enable the Company to incorporate the required artificial intelligence module in the Beta version of B’Wished. The further development work will commence on receiving approval from IBM for use of their technologies.
The Company has projected that the next live version of B-Wished Portal incorporating all the required tools and technologies can be completed at an additional cost of approximately $100,000, which the existing and new potential investors have indicated they would meet.
In light of the above, the Company’s management has concluded that the intangible assets have not sustained any permanent impairment as at March 31, 2014.
No amortization is applied to the carrying cost of the intangible assets since they are still under development.
NOTE 5 - CONVERTIBLE LOAN
In February 2014, the Company received a $100,000 unsecured convertible loan repayable within two years and carrying interest at 5% p.a. The loan and interest accrued can be converted into common shares of the Company at US$0.05 per common share at the discretion of the lender within the repayment period.
ZD Ventures Corporation
(A development stage enterprise)
Year ended March 31, 2014
NOTES TO FINANCIAL STATEMENTS
We calculated the present value of the beneficial convertible feature (BCF) based on the quoted market price of $0.14 per the Company’s common share on the date of the loan, 5% interest and two year term and worked out a BCF of $ 180,000. Since BCF was greater than the face value of the loan, the entire amount of loan is included under equity pursuant to ACS Topic 470-20, formerly EITF Issue No. 98-5 (EITF 98-05”), Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratio,”.
Total interest accrued on this note payable as of March 31, 2014 is approximately $781. The note discount is amortized over the term of the convertible loan and charged to interest expense. Debt discount charged to interest expense for the year ending March 31, 2014 was $7,808. Unamortized discount is $92,192.
NOTE 6 - NOTE PAYABLE
The note payable issued to Birthday Slam Corporation (“BSC”), a Canadian based private company in Ontario, matured for payment on July 17, 2013. However, the Company negotiated a five-year extension up to July 17, 2018. The note holder agreed that no further interest was to be accrued after the original maturity date of July 17, 2013 and that BSC would be entitled to receive 5% of the gross revenue earned by the Company until full settlement of the Note. BSC is owned by Mr. John Robinson who is a shareholder of the Company.
Total interest accrued on this note payable up to July 17, 2013 is $16,250.
NOTE 7 - COMMON STOCK
At March 31, 2012, the Company had 200,000,000 common shares of par value $0.001 common stock authorized and 15,510,000 issued and outstanding. During the year-ended March 31, 2013, the Company issued 400,000 shares of common stock as a part of the purchase agreement for the acquisition of the assets of BSC and 33,300 shares of common stock in settlement of consulting fees. There were no movements during the fiscal year 2014. The Company has a total of 15,943,300 common shares issued and outstanding as of March 31, 2014.
NOTE 8 - RELATED PARTY TRANSACTIONS
ADVANCES FROM STOCKHOLDER
Funds were advanced from time to time by Current Capital Corporation (“CCC”), a Canadian based private company in Ontario, fully owned by Mr. John Robinson, a shareholder of the Company. Advances are repayable on demand and carry no interest.
ZD Ventures Corporation
(A development stage enterprise)
Year ended March 31, 2014
NOTES TO FINANCIAL STATEMENTS
CONSULTING FEES
The fees charged by the CEO are included in accounts payable.
TRAVEL, MEALS AND PROMOTIONS
Travel and meals costs included $1,013 reimbursed to a consultant who owns 31.36% equity interest in the Company.
NOTE 9 - INCOME TAXES
The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.
For the years ended March 31, 2014, and 2013, respectively, the Company produced net operating losses before provision for income taxes of $86,638, and $45,883 respectively; accordingly, a provision for income taxes of $0 was recorded during the year ended March 31, 2014 and 2013.
The component of the Company’s deferred tax assets as of March 31, 2014 and 2013 are as follows:
The Company’s effective income tax rate of 0.0% differs from the federal statutory rate of 35% for the reason set forth below for the years ended March 31:
As at the year-end the Company had a net tax loss carried forward of $195,480 (2013: $108,842). Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. These losses expire between 2028 and 2034.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with our accountants for the year ended March 31, 2014 or any interim period.
We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management which 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 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 ZD Ventures Corporation have been detected.
Remediated Material Weakness
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, which result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Subsequent to issuance of the Company's March 31 2013 financial statements the Company's management identified an error related to the proper treatment of the acquisition of B’Wished as a business acquisition. It was determined that it was the acquisition of assets and no goodwill should have been recorded.
On February 27, 2014 the Company restated the Company's audited financial statements as of March 31, 2014 and for the year then ended (the "Restatement") to reflect the intangible assets and remove the allocation to Goodwill.
The Company will use outside experts if other complicated transactions occur to prevent this type of weakness to occur in the future.
Management's Report on Internal Control over Financial Reporting
Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: 1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that out receipts and expenditures are being made only in accordance with authorizations of our management and directors; and 3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as of March 31, 2014. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our assessment, we believe that, as of March 31, 2014, our internal control over financial reporting and disclosure controls and procedures was not effective based on those criteria. During the fiscal year 2014, CEO’s assistant who was a Canadian CPA was providing the required duel control on operational and financial matters. However, she has recently left for another job and appointing a full time staff is not presently considered cost effective.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting
The major change as explained above was the departure of the CEO’s assistant who provided the required duel control on financial reporting matters. The Company does not consider hiring any other staff at this stage cost effective. Thus, our CEO would continue to be the sole person controlling all aspects of the Company’s affairs on a part time basis. These changes are reasonably likely to materially affect, adversely, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a) Set forth below are the names, ages, positions, with the Company and business experiences of the executive officers and directors of the Company.
Business Experience
Kam Shah is a CPA in good standing with the American Institute of Certified Public Accountants (United States) and is a CA in good standing with the Canadian Institute of Chartered Accountants. Mr. Shah is the Chief Financial Officer for Portage Biotech Inc., (“Portage”), a company engaged in the biotech pharmaceutical sector that is currently traded on the OTCQB under the symbol “PTGEF”. Mr. Shah has been in these capacities since July 2004.
During the past five years, Mr. Shah has not been the subject of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr Shah was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Shah's involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board of Directors
As we only have one Board member and given our limited operations, we do not have separate or independent audit or compensation committees. In addition, we have not adopted any procedures by which our stockholders may recommend nominees to our Board.
Compensation of Directors
Our directors receive no cash compensation.
Terms of Office
Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
For companies registered pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were not complied with on a timely basis for the period which this report relates.
Code of Ethics
We have not adopted a Code of Ethics given our limited operations and lack of employees.
Conflicts of Interest
None of our officers will devote more than a portion of his time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of the officers’ other business activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favourable to us and within the resources available to us.
Our officers, directors and principal shareholders may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction, if any. In the event that such a transaction occurs, it is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company's other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of Company management.
It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below.
Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Mr. Kam Shah is our sole director and officer for the years ended March 31, 2014 and 2013. During the fiscal year ended March 31, 2013, Mr. Shah received no compensation, restricted stock awards, long-term incentive plan payouts or other types of compensation. During the fiscal year ended March 31, 2014, Mr. Shah was paid a cash fee of US$25,000 for his services for the year, and is expected to continue to charge this fee on a go forward basis. No other forms of compensation were awarded.
Compensation of Directors
As of the fiscal year ended March 31, 2014, the sole director and CEO is charging an annual fee of US$25,000 for management services to the Company. Prior to this year, no fees were paid.
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan.
Stock Option and Stock Appreciation Rights
We do not currently have a Stock Option or Stock Appreciation Rights Plan. No stock options or stock appreciation rights were awarded during the fiscal year ended March 31, 2014, or the period ending on the date of this Report.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with us, or any change in control of us, or a change in the person's responsibilities following a changing in control.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2014, information with respect to the beneficial ownership of our common stock by (i) persons known by us to beneficially own more than five percent of the outstanding shares, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group.
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 31, 2014. As of March 31, 2014, there were 15,943,300 shares of our common stock issued and outstanding.
Securities Authorized for Issuance under Equity Compensation Plans
We currently do not have any equity compensation plans.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
None of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which we propose to be a party:
(a) any director or officer;
(b) any person proposed to be a nominee for election as a director;
(c) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
(d) any immediate family member, including any spouse, child, parent, step-child, step-parent, sibling or in-law, of any of the foregoing.
Except for the following:
The Company acquired certain assets from BSC as explained under Item 7 above. BSC is owned by a shareholder of the Company who has also advanced funds to the Company, to date. This shareholder is the brother of Mr. Jeffrey Robinson, who holds 31.36% of our common stock.
Further, Mr. Jeffrey Robinson has been appointed as a consultant to the Company effective January 1, 2014 for a fee of 3,500. This appointment is terminable with one month’s notice.
Director Independence
There is presently no public market for our common stock. As a result, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a) (15). Under NASDAQ Rule 4200(a) (15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Mr. Kam Shah acts as our sole director and as our sole executive officer. As such, we do not have any independent directors.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the fiscal years ended March 31, 2014 and 2013 for professional services rendered by the principal accountant for the audit of the Corporation's financial statements in our Annual Reports on Form 10K and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Tax fees were not charged by the principal accountant during the fiscal year ended March 31, 2013, but were charged by an independent consulting firm for tax services rendered during the period.
We do not currently have a standing audit committee. The above services were approved by the Board.
In discharging its oversight responsibility as to the audit process, the Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
1.
Financial Statements. The following financial statements and the report of our independent registered public accounting firm are filed herewith.
·
Report of Independent Registered Public Accounting Firm
·
Balance Sheets at March 31, 2014 and 2013
·
Statements of Operations for the years ended March 31, 2014 and 2013 and for the period from February 23, 2005 (Inception) to March 31, 2014
·
Statements of Stockholders’ Equity (Deficit) for the period from February 23, 2005 (Date of Inception) to March 31, 2014
·
Statements of Cash Flows for the years ended March 31, 2014 and 2013 and for the period from February 23, 2005 (Date of Inception) to March 31, 2014
·
Notes to Financial Statements
2.
Financial Statement Schedules.
Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.
3.
Exhibits Incorporated by Reference or Filed with this Report.
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein, as follows:
------------
* Filed herewith.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ZD VENTURES CORPORATION
Date: June 30, 2014
By: /s/ Kam Shah
Kam Shah,
Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer and Director
(Principal Executive Officer)
(Principal Financial Officer)
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: June 30, 2014
By: /s/Kam Shah
Kam Shah
Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer and Director
(Principal Executive Officer)
(Principal Financial Officer)