– See Accompanying Notes –accompanying notes to the condensed financial statements.

ODENZA CORP.

(An Exploration Stage Company)

CONDENSED STATEMENTS OF INCOMEOPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2020 AND 2019

(Expressed in U.S. Dollars)

(Unaudited)

– See Accompanying Notes –accompanying notes to the condensed financial statements.

ODENZA CORP.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2020 AND 2019

(An Exploration Stage Company)Expressed in U.S. Dollars)

STATEMENTS OF CASH FLOWS

(Unaudited)

- See Accompanying Notes -accompanying notes to the condensed financial statements.

ODENZA CORP.

(An Exploration Stage Company)CONDENSED STATEMENTS OF CASH FLOWS

NOTE TOFOR THE FINANCIAL STATEMENTS

SIX MONTHS ENDED JULY 31, 2020 AND 2019

(Expressed in U.S. Dollars)

(Unaudited)

See accompanying notes to the condensed financial statements.

ODENZA CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JULY 31, 2020 AND 2019

(Expressed in U.S. Dollars)

(Unaudited)

ITEM 1. BASIS OF PRESENTATION

Unaudited Interim Financial Statements

These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended January 31, 2019,2020, 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, 20192020 are not necessarily indicative of the results that may be expected for the year ending January 31, 2020.2021.

COVID-19

The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The Company monitors guidance from national and local public health authorities and has implemented health and safety precautions and protocols in response to these guidelines. The extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company’s business is highly uncertain and difficult to predict and quantify at this time.

Going Concern

TheseThe accompanying condensed financial statements have been prepared on a going concern basis. Thebasis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed financial statements, for the six months ended July 31, 2020, the Company has incurred losses since inception resulting in an accumulated deficita net loss of $249,893$2,344, and at July 31, 2019 and further losses2020, had a shareholder’s deficit of $228,965. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are anticipatedissued. In addition, the Company’s independent registered public accounting firm, in its report on the development of its business raisingCompany’s January 31, 2020 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. Its abilityThese financial statements do not include any adjustments that might be necessary should the Company be unable 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.concern.

Management has plans to seek additional capital through a private placement of its common stockCommon 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 TransactionsUse of estimates

Parties are consideredThe preparation of financial statements in conformity with generally accepted accounting principles requires management to be relatedmake estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.

Net loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if one party has the ability, directly or indirectly, to controlpotential common stock equivalents had been issued and if the other party or exercise significant influence overadditional common shares were dilutive. At July 31, 2020 and 2019, the other party in making financial and operational decisions. Parties are also considered to be related if they are subject toCompany had no outstanding 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.stock equivalents.

Recent Accounting Pronouncements

RecentIn June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows.

Other recent accounting pronouncements issued by the FASB, or other authoritative accounting standards groups with future effective dates are eitherits Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not applicable or are not expectedbelieved by management to be significanthave a material impact on the Company’s present or future financial statements.

2. RELATED PARTY TRANSACTIONS

As of July 31, 2020 and 2019, the Company owed $212,249 to its Chief Executive Officer for funds advanced to the financial statementsCompany. The amounts are unsecured, are non-interest bearing, and are payable on demand.

3. SUBSEQUENT EVENTS

On May 4, 2021, our principal offices were relocated from Malaysia to Hong Kong.

On May 4, 2021, Tan Sri Barry resigned from all positions with the Company, including that of President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors. On May 4, 2021, Mr. Leung Chi Ping (“Mr. Leung”), was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.

Subsequent EventOn May 4, 2021, Mr. Leung, Alexander Patrick Brazendale, Christopher David Brazendale, Adventure Air Race Investment Limited, Adventure Air Race Talents Limited, and William Alexander Cruickshank acquired 3,386,800 shares of the Company’s common stock, representing approximately 92.54% of the Company’s issued and outstanding common stock.

In accordance with ASC 855,Subsequent Events,On May 7, 2021, shareholders authorized the Company has evaluated subsequent events through the dateCompany’s Board of issuanceDirectors to approve an increase of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.authorized shares of Common Stock from 75,000,000 to 500,000,000.

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

The following information should be read in conjunction with (i) the financial statements of Odenza Corp., a Nevada corporation, and exploration stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the January 31, 20192020 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, 20192020 (File No. 000-54301), as filed with the SEC on March 1, 2019.May 28, 2021. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

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

Going Concern

To date theThe Company has no operations or revenues since inception and consequently has incurred recurring losses from operations.since inception. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s January 31, 2020 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern No revenues are anticipated until we complete the Plan of Operation described in this Form 10-Q10-K and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed primarily from the proceeds of share subscriptions. From our inception to July 31, 2019,2020, we raised a total of $31,500 from private offerings of our common stock.Common Stock.

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

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on ourUSE OF ESTIMATES

In preparing these 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 makemanagement makes estimates and judgmentsassumptions that affect the reported amounts of assets and liabilities in the balance sheets, and 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 underduring 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.periods reported. 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:estimates.

Basis of PresentationRECENT ACCOUNTING PRONOUNCEMENTS

The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally acceptedRefer to Note 1 in the United States (“US GAAP”) foraccompanying financial and tax reporting purposes.

Cash and Cash Equivalent

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

Foreign Currency Translation

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

Basic and Diluted Net Loss Per Share

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

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

statements.

PLAN OF OPERATION

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 needOur principal offices were relocated from A-07-01, Block A, Level 7, Sky Park One City, Jalan USJ 25/1, 47650 Subang Jaya, Selangor Darul Ehsan, Malaysia to do further exploration before a final evaluation of the economic and legal feasibility of our future exploration is determined.22/F., Wanchai Central Building, 89 Lockhart Road, Wan Chai, Hong Kong effective from May 4, 2021.

From inception to July 31, 2020, the Company has had limited business operations and has no revenues generated from operations since incorporation. We are presently seeking to acquire mineral exploration rights. Such rights will likely benow in the formprocess of an option on patented or unpatented mineral claims prospective for precious metals or ore minerals in Asia. Upon acquiring such mineral exploration rights,evaluation any potential business opportunities though we will require financing to explore the underlying claims to determine if they contain commercially producible quantities of precious metals or ore minerals. We will be unable to estimate the cost of such exploration until we know the size and location of the property land with underlying mineral rights. We expectcannot assure 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 weit 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.commence profitable operations.

Results of Operations

Three and Six Months Ended July 31, 20192020 and 20182019

We recorded no revenue for the three and six months ended July 31, 20192020 and 2018. From2019.

For the period of July 16, 2009 (inception) tothree months ended July 31, 2019, we recorded no revenues.2020, office and general expenses were $0 and professional fees were $1,172. For the six months ended July 31, 2020, office and general expenses were $0, and professional fees were $2,344.

For the three months ended July 31, 2019, office and general expenses were $2,536,$4,843, and professional fees were $1,696.$1,500. For the six months ended July 31, 2019, office and general expenses were $7,336,$10,129, and professional fees were $3,392.

For the three months ended July 31, 2018, office and general expenses were $3,760, and professional fees were $1,500. For the six months ended July 31, 2018, office and general expenses were $5,286, and professional fees were $3,100.

From the period of July 16, 2009 (inception) to July 31, 2019, we incurred operating expenses of $249,893.$4,600.

Liquidity and Capital Resources

At July 31, 2019,2020, 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 commencemaintain our exploration programoperations and fundto pay 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.Common Stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arrangement and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stockCommon Stock to fund our exploration activitiesoperations 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 stockCommon Stock or any other form of additional financing.

Subsequent Events

None through dateOn May 4, 2021, our principal offices were relocated from A-07-01, Block A, Level 7, Sky Park One City, Jalan USJ 25/1, 47650 Subang Jaya, Selangor Darul Ehsan, Malaysia to 22/F., Wanchai Central Building, 89 Lockhart Road, Wan Chai, Hong Kong.

On May 4, 2021, Tan Sri Barry resigned from all positions with the Company, including but not limited to, that of this filing.President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Tan Sri Barry has been the President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors since February 2013.

On May 4, 2021, Mr. Leung Chi Ping (“Mr. Leung”), was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.

On May 4, 2021, Mr. Leung, Alexander Patrick Brazendale, Christopher David Brazendale, Adventure Air Race Investment Limited, Adventure Air Race Talents Limited, and William Alexander Cruickshank acquired control of 3,386,800 shares of the Company’s restricted Common Stock, representing approximately 92.54% of the Company’s total issued and outstanding Common Stock, from the certain sellers in accordance with common stock purchase agreements (collectively, the “Stock Purchase Agreements”). The Stock Purchase Agreements were negotiated in arm’s length transactions.

On May 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from holders of Common Stock voting securities representing 92.54% of the total issued and outstanding voting power of the 3,660,000 shares of Common Stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to approve an increase of authorized shares of Common Stock from 75,000,000 to 500,000,000 (the “Increase”), par value $0.001 per share.

On May 7, 2021, the Board of Directors of the Company approved the Increase, subject to Stockholder approval. The Majority Stockholders approved the Increase by written consent in lieu of a meeting on May 7, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2019.2020. This evaluation was carried out under the supervision and with the participation ofby our Chief Executive and Financial Officer, who also serves as our principal executive officer and our Chief Financial Officer.principal financial and accounting officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2019,2020, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of July 31, 2019,2020, our disclosure controls and procedures were not effective: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequateInadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes.objectives.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended July 31, 2019,2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

*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.herewith.

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

SIGNATURES

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