10-Q

UNITEDSTATES

SECURITIESANDEXCHANGECOMMISSION

Washington,D.C.20549 

FORM10-Q
 

(MARKONE)
 

x.QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

ForthequarterlyperiodendedJuly 31,2014

OR

oTRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

Forthetransitionperiodfromto

CommissionFileNo.000-54301

ODENZACORP.

(Exactnameofregistrantasspecifiedinitscharter)

Nevada	None
(Stateorotherjurisdictionof incorporation or organization)	(I.R.S.Employer IdentificationNo.)

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

Jalan USJ 25/1A, 47650 Subang Jaya,

SelangorDarulEhsan,Malaysia

(Addressofprincipalexecutiveoffices,zipcode)

(603)-5115 1118

(Registrant’stelephonenumber,includingareacode)

(Formername,formeraddressandformerfiscalyear,ifchangedsincelastreport)

Indicate bycheckmarkwhethertheissuer(1)has filedallreportsrequiredtobe filedbySection13 or 15(d) ofthe SecuritiesExchangeAct of1934 duringthe preceding12months(orforsuchshorter periodthatthe registrantwasrequiredtofile suchreports),and(2)hasbeensubjecttosuchfiling requirementsforthepast90days.YesxNo o

IndicatebycheckmarkwhethertheregistranthassubmittedelectronicallyandpostedonitscorporateWebsite,ifany,everyInteractiveDataFile required to be submittedandpostedpursuanttoRule405ofRegulationS-T(§232.405ofthischapter)duringthepreceding12months(orfor such shorter periodthattheregistrant wasrequiredtosubmitandpost suchfiles). Yesx  No o

Indicatebycheckmarkwhethertheregistrantisalargeacceleratedfiler,anacceleratedfiler, anon-acceleratedfiler,ora smallerreportingcompany.Seethedefinitionsof“largeacceleratedfiler,”“acceleratedfiler”and“smallerreportingcompany”inRule12b-2oftheExchangeAct.(checkone):

Largeacceleratedfiler	o		Acceleratedfiler	o
Non-acceleratedfiler	o	(Donotcheckifasmallerreportingcompany)	Smallerreportingcompany	x

Indicatebycheckmarkwhethertheregistrantisashellcompany(asdefinedinExchangeActRule12b-2oftheExchangeAct):Yes xNo  o

APPLICABLEONLYTOISSUERSINVOLVEDINBANKRUPTCY
PROCEEDINGSDURINGTHEPRECEDINGFIVEYEARS:

IndicatebycheckmarkwhethertheregistranthasfiledalldocumentsandreportsrequiredtobefiledbySections12,13or15(d)oftheSecuritiesExchangeActof1934subsequenttothedistributionofsecuritiesunderaplanconfirmedbyacourt.Yes o.No o

APPLICABLEONLYTOCORPORATEISSUERS

Asof August 29, 2014,therewere3,660,000sharesofcommonstock,$0.001parvaluepershare,outstanding.

ODENZA CORP.

(AnExplorationStageCompany)
QUARTERLYREPORTONFORM10-Q
FORTHEPERIODENDEDJULY 31,2014

INDEX

	Page
Part I. Financial Information
Item 1.FinancialStatements	4
Balance Sheets as of July 31, 2014 (unaudited) and January 31, 2014 (audited).	5
Statements of Operations for the six months endedJuly 31, 2014 and 2013, and the period from July 16, 2009 (Inception) to July 31, 2014 (unaudited).	6
Statements of Cash Flows for the six months endedJuly 31, 2014 and 2013, and the period from July 16, 2009 (Inception) through July 31, 2014 (unaudited).	7
Notes to Financial Statements (unaudited).	8
Item 2.Management’sDiscussionand AnalysisofFinancialCondition and ResultsofOperations.	9
Item 3.QuantitativeandQualitative DisclosuresAboutMarket Risk.	11
Item 4.ControlsandProcedures.	11
PartII.Other Information	12
Item 1.Legal Proceedings.	12
Item 1A. Risk Factors.	12
Item 2.UnregisteredSalesofEquity SecuritiesandUse ofProceeds.	12
Item 3.DefaultsUponSeniorSecurities.	12
Item 4.Mine SafetyDisclosures.	12
Item 5.OtherInformation.	12
Item 6.Exhibits.	13
Signatures	14

    

2
 

CAUTIONARYNOTEREGARDINGFORWARD-LOOKINGSTATEMENTS

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

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

3
 

PARTI.FINANCIALINFORMATION

ITEM 1.FINANCIALSTATEMENTS.

ODENZACORP.

(AnExplorationStageCompany)

FINANCIALSTATEMENTS

JULY 31,2014

4
 

ODENZACORP.
(AnExplorationStageCompany)

BALANCE SHEETS
(Unaudited)

	July 31, 2014 (Unaudited) -$-			January 31, 2014 (Audited) -$-
ASSETS
Total assets		-			-
LIABILITIES
Current
Accounts payable and accrued liabilities		5,494			12,956
Due to related party		97,188			84,232
		102,682			97,188
STOCKHOLDERS’ EQUITY (DEFICIT)
Authorized:
75,000,000 common shares With a par value of $0.001 Issued and Outstanding:   3,660,000 common shares		3,660			3,660
Additional paid in capital		27,840			27,840
Deficit accumulated during the exploration stage		(134,182	)		(128,688	)
Total stockholders' equity (deficit)		(102,682	)		(97,188	)
Total liabilities and stockholders' equity (deficit)		-			-

– See Accompanying Notes –

5
 

ODENZACORP.

(AnExplorationStageCompany)

STATEMENTSOFOPERATIONS
(Unaudited)

	Three monthsendedJuly 31, 2014 (Unaudited) - $ -		Three monthsendedJuly 31, 2013 (Unaudited) - $ -		Six monthsendedJuly 31, 2014 (Unaudited) - $ -		Six monthsendedJuly 31, 2013 (Unaudited) - $ -		Period fromJuly 16, 2009(Inception) toJuly 31, 2014 (Unaudited) - $ -
Office and general	1,247		4,620		2,494		7,255		39,029
Professional fees	1,500		1,500		3,000		3,600		90,563
Mining costs	-		-		-		-		4,590
Net loss	2,747		6,120		5,494		10,855		134,182
Basic and diluted loss per share	(0.00	)	(0.00	)	(0.00	)	(0.00	)
Weighted average number of common shares outstanding	3,660,000		3,660,000		3,660,000		3,660,000

– See Accompanying Notes –

6
 

ODENZACORP.
(AnExplorationStageCompany)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended July 31,2014 (Unaudited) - $ -			Six months ended July 31,2013 (Unaudited) - $ -			July 16, 2009 (Inception) to July 31, 2014 (Unaudited) - $ -
Cash Flows From Operating Activities
Net loss		(5,494	)		(10,855	)		(134,182	)
Net change in non-cash working capital balances:
Accounts payable and accrued liabilities		(7,462	)		(4,813	)		11,650
Other payable		-			(63,516	)		-
Net cash used in operations		(12,956	)		(79,184	)		(122,532	)
Cash Flows From Financing Activities
Due to related party		12,956			79,184			91,032
Capital stock issued		-			-			31,500
Net cash provided by financing activities		12,956			79,184			122,532
Increase (Decrease) In Cash		-			-			-
Cash, beginning		-			-			-
Cash, ending		-			-			-
Supplementary Cash Flow Information
Cash paid for:
Interest		-			-			-
Income taxes		-			-			-

- See Accompanying Notes -

7
 

ODENZACORP.
(AnExplorationStageCompany)
 

NOTE TO THE FINANCIAL STATEMENTS

JULY  31, 2014
(Unaudited)
 

1.              BASISOFPRESENTATION

UnauditedInterimFinancialStatements

These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended January 31, 2014, included in the Company’s Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the six months ended July 31, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015.

GoingConcern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $134,182 at July 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

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

RelatedPartyTransactions

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

RecentAccountingPronouncements

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

SubsequentEvent

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

8

ITEM2.MANAGEMENT’SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Odenza Corp., a Nevada corporation and exploration stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the January 31, 2014 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended January 31, 2014 (File No. 000-54301), as filed with the SEC on April 28, 2014. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

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

GoingConcern
 

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

Our activities have been financed primarily from the proceeds of share subscriptions and director loans. From our inception to July 31, 2014, we raised a total of $31,500 from private offerings of our common stock.

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

CRITICALACCOUNTINGPOLICIES

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

BasisofPresentation

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

CashandCashEquivalent

TheCompanyconsidersallhighlyliquidinvestmentspurchasedwithanoriginalmaturityofthreemonthsorlesstobecashequivalents.

ForeignCurrencyTranslation

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

9
 

BasicandDilutedNetLossPerShare

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

BecausetheCompanydoesnothaveanypotentiallydilutivesecurities,theaccompanyingpresentationisonlyofbasiclosspershare.

PLANOFOPERATION

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

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

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

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

ResultsofOperations

Three- and Six -MonthPeriodsEndedJuly 31, 2014 and 2013

We recorded no revenues for the three months ended July 31, 2014 and 2013. From the period of July 16, 2009 (inception) to July 31, 2014, we recorded no revenues.

For the three months ending July 31, 2014, office and general expenses were $1,247, and professional fees were $1,500. For the six months ending July 31, 2014, office and general expenses were $2,494, and professional fees were $3,000.

For the three months ending July 31, 2013, office and general expenses were $4,620, and professional fees were $1,500. For the six months ending July 31, 2013, office and general expenses were $7,255, and professional fees were $3,600.

From the period of July 16, 2009 (inception) to July 31, 2014, we incurred operating expenses of $134,182.

10
 

LiquidityandCapitalResources

At July 31, 2014, we had no cash balance. We do not have sufficient cash on hand to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.

SubsequentEvents

Nonethroughdateofthisfiling.

ITEM3.QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK.

As a smaller reporting company (asdefinedin Rule 12b-2 of the ExchangeAct), wearenotrequiredto providethe informationcalledforbythisItem3.

ITEM4.CONTROLSANDPROCEDURES.

DISCLOSURECONTROLSANDPROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of July 31, 2014.

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

11
 

PARTII.OTHERINFORMATION
 

ITEM1.LEGALPROCEEDINGS.

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

ITEM1A. RISKFACTORS

Asa smallerreporting company (asdefinedin Rule12b-2 ofthe ExchangeAct),wearenot requiredto providethe information calledforbythisItem1A.

ITEM2.UNREGISTEREDSALESOFEQUITYSECURITIESANDUSEOFPROCEEDS.

None.

ITEM3.DEFAULTSUPONSENIORSECURITIES.

None.

ITEM4.MINESAFETYDISCLOSURES.

None.

ITEM5.OTHERINFORMATION.

None.

12
 

ITEM6.EXHIBITS.

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

Number	Description
3.1	Articles of Incorporation*
3.2	Bylaws*
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification ofPrincipal Executive OfficerandPrincipal FinancialOfficer pursuant toSection 906 oftheSarbanes- OxleyActof2002.
101.INS**	XBRLInstanceDocument
101.SCH**	XBRLTaxonomyExtension SchemaDocument
101.CAL**	XBRLTaxonomyExtension CalculationLinkbase Document
101.DEF**	XBRLTaxonomyExtension DefinitionLinkbase Document
101.LAB**	XBRLTaxonomyExtensionLabelLinkbase Document
101.PRE**	XBRLTaxonomyExtensionPresentationLinkbaseDocument

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

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

 

13

SIGNATURES

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

ODENZACORP.

(NameofRegistrant)

Date:August 29, 2014	By: /s/TANSRIBARRYGOHMINGCHOON
	Name: TANSRIBARRYGOHMINGCHOON
	Title: ChiefExecutiveOfficer,PresidentandChairman

14

EX-31

EXHIBIT31.1

SECTION302CERTIFICATIONOFPRINCIPALEXECUTIVEOFFICEROFODENZACORP.

I,TanSriBarryGohMingChoon,certifythat:

1.IhavereviewedthisquarterlyreportonForm10-QofOdenzaCorp.;

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

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

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

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

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

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

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

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

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

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

 

Date: August 29, 2014	By: /s/TANSRIBARRYGOHMINGCHOON
	TANSRIBARRYGOHMINGCHOON
	ChiefExecutiveOfficer, PrincipalExecutive Officer, PresidentandChairman

EX-31

EXHIBIT31.2

SECTION302CERTIFICATIONOFPRINCIPALFINANCIALOFFICEROFODENZACORP.

I,C.K.Lee,certifythat:

1.IhavereviewedthisquarterlyreportonForm10-QofOdenzaCorp.;

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

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

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

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

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

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

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

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

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

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


 

Date:August 29, 2014	By: /s/C.K.LEE
	C.K.LEE
	ChiefFinancialOfficer,
	PrincipalAccountingOfficerandTreasurer

EX-32

EXHIBIT32.1

SECTION906CERTIFICATIONOFPRINCIPALEXECUTIVEOFFICERANDPRINCIPAL
FINANCIALOFFICEROFODENZACORP.

In connection with the accompanying Quarterly Report on Form 10-Q of Odenza Corp. for the quarter ended July 31, 2014, the undersigned, Tan Sri Barry Goh Ming Choon, President and Chief Executive Officer of Odenza Corp., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Quarterly Report on Form 10-Q for the quarter ended July 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended July 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of Odenza Corp.
 

Date:August 29, 2014	By: /s/TANSRIBARRYGOHMINGCHOON
	TANSRIBARRYGOHMINGCHOON
	ChiefExecutiveOfficer, PrincipalExecutiveOfficer, PresidentandChairman

EX-32

EXHIBIT32.2

SECTION906CERTIFICATIONOFPRINCIPALEXECUTIVEOFFICERANDPRINCIPAL
FINANCIALOFFICEROFODENZACORP.

In connection with the accompanying Quarterly Report on Form 10-Q of Odenza Corp. for the quarter ended July 31, 2014, the undersigned, C.K. Lee, Chief Financial Officer and Treasurer of Odenza Corp., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Quarterly Report on Form 10-Q for the quarter ended July 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended July 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of Odenza Corp.

Date:August 29, 2014	By:/s/C.K.LEE
	C.K.LEE
	ChiefFinancialOfficer,
	PrincipalAccountingOfficerandTreasurer

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BASIS OF PRESENTATION (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2014
BASIS OF PRESENTATION
Accumulated deficit	$ 134,182	$ 128,688

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BALANCE SHEETS (USD $)	Jul. 31, 2014	Jan. 31, 2014
ASSETS
Total assets
Current
Accounts payable and accrued liabilities	5,494	12,956
Due to related party	97,188	84,232
Total liabilities	102,682	97,188
STOCKHOLDERS' EQUITY (DEFICIT)
Authorized: 75,000,000 common shares With a par value of $0.001 Issued and Outstanding: 3,660,000 common shares	3,660	3,660
Additional paid in capital	27,840	27,840
Deficit accumulated during the exploration stage	(134,182)	(128,688)
Total stockholders' equity (deficit)	(102,682)	(97,188)
Total liabilities and stockholders' equity (deficit)

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BASIS OF PRESENTATION

6 Months Ended

Jul. 31, 2014

BASIS OF PRESENTATION

BASIS OF PRESENTATION

1.              BASISOFPRESENTATION

UnauditedInterimFinancialStatements

These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended January 31, 2014, included in the Company's Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the six months ended July 31, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015.

GoingConcern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $134,182 at July 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

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

RelatedPartyTransactions

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

RecentAccountingPronouncements

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

SubsequentEvent

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

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BASIS OF PRESENTATION (Policies)

6 Months Ended

Jul. 31, 2014

BASIS OF PRESENTATION

Going Concern

GoingConcern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $134,182 at July 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

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

Related Party Transactions

RelatedPartyTransactions

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

Recent Accounting Pronouncements

RecentAccountingPronouncements

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

Subsequent Event

SubsequentEvent

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

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BALANCE SHEETS (Parenthetical) (USD $)	Jul. 31, 2014	Jan. 31, 2014
BALANCE SHEETS
Common stock, shares authorized	75,000,000	75,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	3,660,000	3,660,000
Common stock, shares outstanding	3,660,000	3,660,000

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Document and Entity Information	6 Months Ended
	Jul. 31, 2014	Aug. 29, 2014
Document and Entity Information
Entity Registrant Name	Odenza Corp.
Entity Central Index Key	0001489300
Document Type	10-Q
Document Period End Date	Jul. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,660,000
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended		60 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014
STATEMENTS OF OPERATIONS
Office and general	$ 1,247	$ 4,620	$ 2,494	$ 7,255	$ 39,029
Professional fees	1,500	1,500	3,000	3,600	90,563
Mining costs					4,590
Net loss	$ 2,747	$ 6,120	$ 5,494	$ 10,855	$ 134,182
Basic and diluted loss per share (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares outstanding (in shares)	3,660,000	3,660,000	3,660,000	3,660,000

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STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended		60 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014
Cash Flows From Operating Activities
Net loss	$ (5,494)	$ (10,855)	$ (134,182)
Net change in non-cash working capital balances:
Accounts payable and accrued liabilities	(7,462)	(4,813)	11,650
Other payable		(63,516)
Net cash used in operations	(12,956)	(79,184)	(122,532)
Cash Flows From Financing Activities
Due to related party	12,956	79,184	91,032
Capital stock issued			31,500
Net cash provided by financing activities	12,956	79,184	122,532
Increase (Decrease) In Cash
Cash, beginning
Cash, ending
Cash paid for:
Interest
Income taxes