Panamera Holdings Corp 10-K/A for FY2022
Panamera Holdings Corp (PHCI)
About this 10-K/A
Panamera Holdings Corp filed this 10-K/A on September 19, 2023, covering the fiscal year ended July 31, 2022 (FY2022).
Headline figures
Fiscal year ended July 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $41.67K
- Net loss
- $34.04K
- compared with a net loss of $95.35K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For the fiscal year ended
For the transition period from to ____________
Commission file number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | None |
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2022, was $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
TABLE OF CONTENTS
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EXPLANATORY NOTE
Panamera Holdings Corp. (the “Registrant”) is filing this Amendment No. 1 to Form 10-K for the fiscal year ended July 31, 2022 (“Amendment No. 1”) to amend the original Annual Report on Form 10-K filed by the Registrant with the Securities and Exchange Commission (SEC) on January 6, 2023 (the “Original Report”), to correct:
| (a) | certain errors on the cover page of the Original Report, including: |
| (1) | the failure to include the Registrant’s common stock as a security registered pursuant to Section 12(g) of the Act; |
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| (2) | the inadvertent check mark next to the box for emerging growth company status (the Registrant is no longer an emerging growth company); |
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| (3) | the failure to include the new check boxes relating to the correction of previously issued financial statements and recovery of incentive-based compensation; and |
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| (4) | the date that the reference to common stock outstanding relates to; |
| (b) | to include the Description of the Registrant’s common stock as Exhibit 4.1 hereof; and |
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| (c) | to include the signatures of the Company’s Principal Accounting/Financial Officer and Board of Directors which were inadvertently left out of the Original Report. |
No changes are hereby made to the Registrant’s financial statements. Other than the changes discussed above and the filing of the currently dated certifications, no changes have been made to the Original Report or the exhibits filed therewith. The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Report.
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 “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” 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, including the risks in the section entitled “Risk 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 law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms “we”, “us” and “our” mean Panamera Holdings Corporation, unless otherwise indicated.
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PART I
ITEM 1. BUSINESS
General Overview
Panamera Holdings Corporation (“Panamera” or the “Company”) was incorporated under the laws of the State of Nevada on May 20,2014 as Panamera Healthcare Corporation. On October 21, 2021, we changed our name to Panamera Holdings Corporation and increased the number of authorized shares from 200,000,000 shares to 600,000,000 shares, par value $0.0001 per share.
The Company originally intended to offer management and consulting services to healthcare organizations, but current management have redirected efforts now to pursuing business opportunities including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. To date, the Company’s activities have been limited to its formation and the raising of equity capital and providing consulting services to a healthcare company.
Our Current Business
We are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. In certain instances, a target business may wish to become our subsidiary, or may wish to contribute assets to us rather than merge with us. We have begun negotiations but not entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.
Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.
Management of our Company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC Markets, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.
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We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our officers and directors will continue to manage the Company; however, any potential business combination candidate may require a change of management as a condition of the combination.
As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our Company may be scarce and or we may be unable to participate in an opportunity of our choosing. We can provide no assurance that we will be able to locate compatible business opportunities.
Currently, we t have one source of revenue, a consulting agreement with a healthcare organization.. We are not able to fund our cash requirements through our current operations. We have been reliant on a company controlled by one of our directors to provide financial contributions and services to keep the Company operating. Further, we believe that our Company may have difficulties raising capital from other sources until we locate a prospective business combination candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.
Research and Development
We have incurred $Nil in research and development expenditures over the last two fiscal years.
Intellectual Property
We do not currently have any intellectual property, other than our domain name and website, www.panamerahealth.com.
Employees
As of July 31, 2022, we have an employment agreement with one of our board of directors. The other officers and directors are donating their time to the development of our company and are able to fulfil part-time requirements. We have no other employees, and do not foresee hiring additional employees in the near future. We will be engaging independent contractors as needed who, under our direction, will fulfill the requirements of engagements that exceed our officers’ time constraints.
ITEM 1A. RISK FACTORS
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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ITEM 2. PROPERTIES
Our principal executive office location and mailing address is 1218 Webster Street, Houston , Texas , 77002. The office is provided by one of our directors at no cost to us.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Common shares were listed for quotation on the Pink Sheets of the OTC Markets under the symbol “PNHT” on March 7, 2016. On October 22, 2021 we were issued a new symbol “PHCI”.
There is an established current public market for the shares of our Common Stock which trade and are quoted bid/ask on the OTC Markets Pink Sheets. Other than the OTC Markets quotation, there can be no assurance that a liquid market for our securities will ever develop. Transfer of our Common Stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.
Our shares are issued in registered form. Action Stock Transfer Corporation at 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121 (Telephone: (801) 274-1088; Facsimile: (801) 274-1099) is the registrar and transfer agent for our common shares.
On December 30, 2022, the shareholders’ list showed 24 registered shareholders with 33,210,000 shares of common stock outstanding.
Description of Securities
The authorized capital stock of our Company consists of 550,000,000 shares of Common Stock, at $0.0001 par value, and 50,000,000 shares of Preferred Stock, at $0.0001 par value. On October 21,2021 we amended our articles of incorporation to increase our authorized shares from 200,000,000 to 600,000,000 with 550,000,000 of common stock.
Dividend Policy
We have not paid any cash dividends on our Common Stock and have no present intention of paying any dividends on the shares of our Common Stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our Board of Directors (the “Board”).
Equity Compensation Plan Information
We do not have any equity compensation plans.
Recent Sales of unregistered securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended July 31, 2022, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, 2022. An 8-K filed May 18, 2021, reported the sale of 21,220,000 restricted shares of Company common stock to T. Benjamin Jennings which resulted in a change of control representing 59% of the issued and outstanding shares of common stock.
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Issuer Purchases of Equity Securities
We did not purchase any of our shares of Common Stock or other securities during our fourth quarter of our fiscal year ended July 31, 2022.
ITEM 6. SELECTED FINANCIAL DATA
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
COVID-19
A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of July 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s plan of operations is uncertain. A prolonged outbreak could have a material adverse impact on the Company’s ability to identify and/or consummate an acceptable merger or acquisition transaction.
Plan of Operations and Cash Requirements
We previously intended to offer management and consulting services to healthcare organizations. Because we have not been successful in launching our previous business plan, we are seeking new opportunities or business arrangements primarily in the environmental services industry, emerging innovative technologies and individual health choices led by innovation and integration.
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended July 31, 2022, which are included herein.
Our operating results for the years ended July 31,2022 and 2021 and the changes between those periods for the respective items are summarized as follows
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| Year Ended |
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| July 31, |
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| 2022 |
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| 2021 |
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Revenues |
| $ | 41,666 |
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| $ | - |
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| $ | 41,666 |
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Operating expenses |
| $ | 74,168 |
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| $ | 90,749 |
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| $ | (16,581 | ) |
Interest expense |
| $ | 1,542 |
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| $ | 4,603 |
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| $ | (3,061 | ) |
Net loss |
| $ | 34,044 |
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| $ | 95,352 |
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| $ | (61,308 | ) |
During the years ended July 31, 2022, and 2021, we generated $41,666 and $0 revenues, respectively. The revenues are related to consulting services rendered to one customer and $33,334 has been paid and July 2022 fees of $8,332 has been paid on August 1,2022.
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We had a net loss of $34,044 for the year ended July 31, 2022, and $95,352 for the year ended July 31, 2021. The decrease in net loss of $61,308, was due to an increase in revenue of $41,666 and a decrease in operating expenses of $16,581and interest expenses of $3,061.
Operating expenses for the years ended July 31,2022 and 2021 were $74,168 and $90,749, respectively. For the year ended July 31,2022, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $22,953, general and administrative expenses of $51,215 including wages expenses – related party of $38,214. For the year ended July 31,2021, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $36,450, general and administrative expenses of $4,299 and consulting fees – related party of $50,000.
Interest expenses for the years months ended July 31, 2022, and 2021, represent interest expense of $1,542 and $4,603 to a related party on funds advanced to the Company, respectively.
Balance Sheet Data:
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| July 31, 2021 |
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Cash |
| $ | 3,087 |
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| $ | 10 |
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| $ | 3,077 |
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Working capital deficiency |
| $ | (47,614 | ) |
| $ | (15,112 | ) |
| $ | (32,502 | ) |
Total assets |
| $ | 12,572 |
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| $ | 10 |
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| $ | 12,562 |
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Total liabilities |
| $ | 60,186 |
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| $ | 15,122 |
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| $ | 45,064 |
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Total stockholders' deficit |
| $ | (47,614 | ) |
| $ | (15,112 | ) |
| $ | (32,502 | ) |
As of July 31, 2022, our current assets were $12,572, and our current liabilities were $60,186 which resulted in working capital deficiency of $47,614. As of July 31, 2022, current assets were comprised of $3,087 in cash, $55 in prepaid expenses, $8,332 in accounts receivable and $1,098 in prepaid wages-related party, compared to $10 in cash as of July 31, 2021. As of July 31, 2022, current liabilities were comprised of $24,740 in accounts payable, $33,946 in due to related party and $1,500 in customer deposit, compared to $13,514 in accounts payable and $1,608 in due to related party as of July 31, 2021.
As of July 31, 2022, our working capital deficiency increased by $32,502 from $15,112 on July 31, 2021, to $47,614 on July 31, 2022, primarily due to a increase in current liabilities of $45,064 and offset by an increase in current assets of $12,562.
Cash Flow Data:
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| July 31, |
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| 2022 |
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| 2021 |
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| Changes |
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Cash Flows used in Operating Activities |
| $ | (29,261 | ) |
| $ | (99,364 | ) |
| $ | 70,103 |
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Cash Flows used in Investing Activities |
| $ | - |
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| $ | - |
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| $ | - |
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Cash Flows provided by Financing Activities |
| $ | 32,338 |
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| $ | 97,142 |
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| $ | (64,804 | ) |
Net Change in Cash During Period |
| $ | 3,077 |
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| $ | (2,222 | ) |
| $ | 5,299 |
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Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the year ended July 31, 2022, net cash flows used in operating activities was $29,261, consisting of a net loss of $34,044, reduced by imputed interest on related party loan of $1,542, reduced by an increase in accounts payable of $11,226 and customer deposit of $1,500 and offset by an increase in prepaid wages from related party of $1,098, accounts receivable of $8,332, and prepaid expenses of $55.
For the year ended July 31, 2021, net cash flows used in operating activities was $99,364, consisting of a net loss of $95,352, reduced by an increase in accounts payable of $7,032 and an increase in accrued interest -related party of $11,044
Cash Flows from Financing Activities
We have financed our operations loans from a related party. For the years ended July 31, 2022, and 2021, we received $32,338 and $15,858 from advances to pay certain operation expenses from related party loans, respectively. During the year ended July 31,2021, the Company issued 21,220,000 shares of common stock in cash for amount of $201,335 and repaid related party loan of $120,051.
Going Concern
As of July 31, 2022, our company had a net loss of $34,044 and has earned $41,666 revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2023. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| (i) | Identify the contract, or contracts, with a customer; |
| (ii) | Identify the performance obligations in the contract; |
| (iii) | Determine the transaction price; |
| (iv) | Allocate the transaction price to the performance obligations in the contract; |
| (v) | Recognize revenue when the Company satisfies a performance obligation. |
When the Company enters into a contract, the Company analyses the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as one single event, the sign-off by both parties that production is completed, and the product (film) is ready for distribution. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.
The company recognizes the monthly revenue at the beginning of the month and any cash payments received in advanced are recorded as deferred revenue until all obligations have been met as specified in the related customer contract.
During the year ended July 31,2022, the Company entered in a consulting agreement in the field of Healthcare for monthly $8,333 with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors. As of July 31,2022, all revenue of $41,666 and accounts receivable of $8,332 were diverted from one customer.
Cost of revenue
During the year ended July 31,2022, the cost of revenue of $38,214 was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting agreement‘s services.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Audited Financial Statements” on page F-1 and included on pages F-2 through F-11.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the last two fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure. On January 25,2022, the Board of Directors of Panamera Holdings Corporation (the "Company") dismissed MaloneBailey, LLP (“MaloneBailey”) as the Company's independent registered public accounting firm, effective immediately. Following MaloneBailey's dismissal, on January 25,2022 the Board appointed the firm of M&K CPAS, PLLC to serve as the Company's independent public accountants. On January 25, 2022, M&K CPAS, PLLC became the Company's new auditing firm. They are located in Houston, Texas (see Form 8-K filed January 31, 2022).
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ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), our Company carried out an evaluation, with the participation of our Company’s management, including our Company’s Chief Executive Officer (“CEO”) (our principal executive officer) and Chief Financial Officer (“CFO”) (our principal financial and accounting officer), of the effectiveness of our Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Company’s CEO and CFO concluded that our Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by our Company in the reports that our Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Company’s management, including our Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses identified below.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Report of Management on Internal Control over Financial Reporting
Management of our Company is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Our internal control system was designed, in general, to provide reasonable assurance to our company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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 conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. 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 to our Company’s annual or interim financial statements will not be prevented or detected.
In the course of management’s assessment, management concluded that our internal control over financial reporting was not effective as of July 31,2022. We have identified the following material weakness in internal control over financial reporting:
· | The Company has no formal control process related to the identification and approval of related party transactions. |
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· | Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures |
We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate the material weakness through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate the identified weakness. Our Company is still in its development stage and intends on hiring the necessary staff to address the weaknesses once revenue has been realized.
This annual report does not include an attestation report of our Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
Except as discussed above, there were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter ended July 31, 2022 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.
| 11 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name |
| Position Held with the Company |
| Age |
|
| Date First Elected or Appointed |
| |
T. Benjamin Jennings |
| Chairman, CEO, President, Director |
|
| 59 |
|
| 12-May-21 |
|
Stanley F. Wilson |
| Secretary, General Counsel, Director |
|
| 74 |
|
| 12-May-21 |
|
Douglas G. Baker |
| Chief Financial Officer, Treasurer, Director |
|
| 69 |
|
| 20-May-14 |
|
Christopher N. Barakat |
| Director |
|
| 36 |
|
| 12-May-21 |
|
Curtis Summers |
| Director |
|
| 49 |
|
| 20-May-14 |
|
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
T. Benjamin Jennings - Chairman, CEO, President, Director
Mr. Jennings is a proven leader in environmental services, FMCG, real estate, innovative technology for healthcare systems, and investment banking. During his tenure as an investment banker, he developed an acumen for raising capital and creating meaningful value through hundreds of mergers and acquisitions and the integration of those businesses. Mr. Jennings was the lead investment banker for USA Waste during its growth from $8 million in revenue to in excess of $5 billion, which then merged with Waste Management to become the largest waste management company in the world. Mr. Jennings served as Executive Chairman, CEO, and Founder of Simms Metal Management, (SGM:ASX) the largest publicly traded metal recycling company, with a current market cap of approximately $3.26 billion. Additionally, he was Executive Chairman and Chief Development Officer of Think Partnership, formerly CGI Holdings, an online marketing and SEO, which grew to a market cap of over $400 million. He was Chairman, CEO, and Chief Development Officer of Ceira Technologies, a leading software integration company, with revenue gains from $0 to over $40 million within two years. As Executive Chairman, CEO, and Founder of Chasm Industries, an electronics recycling and asset management enterprise, revenue reached more than $120 million within its first 18 months.
Our Company believes that Mr. Jennings professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.
| 12 |
| Table of Contents |
Stanley F. Wilson – Secretary, General Counsel, Director
Mr. Wilson is a corporate executive as well as an M&A securities attorney who’s legal and business career has placed primary emphasis in business combinations involving small cap publicly traded companies across a wide range of industries including fuel trading, marketing, and recycling; oil and gas; telecommunications; specialty finance; insurance; and retail automotive. This specialization has taken many forms including numerous going-public transactions, serving as President and General Counsel to multiple publicly traded holding companies trading on NASDAQ, OTC Markets and the Pink Sheets, as well as CEO and general counsel of two statewide franchised automotive dealer associations in Arizona and Nebraska. Mr. Wilson has been an active member of the Nebraska State Bar Association since 1974, served as Of Counsel at Davis Miles McGuire Gardner PLLC from September 2012 to October 2021, was appointed by the Governor of Nebraska as the acting Lancaster County Court Judge and served as The Staff Judge Advocate of the 67th Infantry Brigade of the Nebraska Army National Guard with the rank of Captain. Mr. Wilson is a graduate of Arizona State University and the University of Nebraska College of Law.
Our Company believes that Mr. Wilson’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.
Douglas G. Baker - Chief Financial Officer, Treasurer, Director
Mr. Baker co-founded our company in May 2014. He has served as the Chief Financial Officer of Summit Medical Center in Edmond, OK from September 2009. He received his Bachelor of Science degree in Accounting in 1976 from the University of Central Oklahoma in Edmond, Oklahoma. Mr. Baker demonstrates extensive knowledge of financial, accounting and operational issues relevant to our business. He also brings transactional expertise, including equity offerings, bank financings and acquisitions, making him qualified as a member of the Board.
Our Company believes that Mr. Baker’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.
Christopher N. Barakat – Director
Mr. Barakat is an accomplished senior executive who helps companies shape ideas into revenue producing assets. Graduating Western Sydney University in Sport and Exercise Science, Mr. Barakat joined Pfizer, Device Technologies and Informa working in sales and management throughout Australia and Asia. In 2013, Mr. Barakat joined a start-up called HealthShare, where he created and managed 3 business units, while also acting as the Director of Business Development. He has been responsible for creating viable business ideas, commercial plans, managing teams and establishing cross product commercialization. In 2019, Mr. Barakat moved to Houston, Texas with his family, to launch a fit-for-purpose solution for health professionals to help address administrative burden. In 2020, Mr. Barakat established a partnership with the largest medical Point of Care advertising company in America as the go-to-market partner.
Our Company believes that Mr. Barakat’s professional background experience gives him the qualifications and skills necessary to serve as a director of our Company.
Curtis Summers - Director
Mr. Summers co-founded our Company in May 2014. Mr. Summers also serves as the Chief Executive Officer of Summit Medical Center in Edmond, Oklahoma, formed after the sale and reorganization Foundation Surgical Hospital of Oklahoma, where Mr. Summers was the Chief Executive Officer since January of 2007. He received his Bachelor of Science with an emphasis on Business Administration (Marketing & Management) from Newman University in Wichita, Kansas in 1996, and his Master of Business Administration (MBA) from Oklahoma Christian University, Edmond, Oklahoma in 1996. Mr. Summers medical industry experience began at an Oklahoma City medical center managed by HCA International, where he was a program Development Coordinator. He was vice- president of marketing for a surgical hospital, the Chief Operating Officer of a bariatric hospital, and the Chief Executive Officer of Foundation Surgical Hospital of Oklahoma, as noted above. He is presently serving as CEO of Summit Medical Center.
Our Company believes that Mr. Summers’ professional background experience, including as CEO of a medical center, provides him the qualifications and skills necessary to serve as a director of our Company.
| 13 |
| Table of Contents |
Term of Office
Our directors are appointed for a one year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws. Our officers are appointed by our board of directors and hold office until removed by the Board.
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
Employment Agreements
On May 18, 2022, the “Company entered into an Employment Contract with Christopher Barakat , a member of our board of directors , to serve in the capacity of a Clinical Business Development Officer on a month-to-month at will employment basis to specifically serve as the consultant to First DB Ventures LP dba First Primary Care under the Consulting Agreement entered into as of the same date. There are no other written employment agreements with our officers and directors.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in certain legal proceedings.
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences) ; |
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|
2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
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|
3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
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4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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| Table of Contents |
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of Common Stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our Company we believe that, during the fiscal year ended July 31, 2022, as well as any written representation from a reporting person that no Form 5 is required, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were met.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our Company’s officers including our President, Chief Executive Officer and Chief Financial Officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
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| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
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| 3. | compliance with applicable governmental laws, rules and regulations; |
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| 4. | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
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| 5. | accountability for adherence to the Code of Business Conduct and Ethics. |
Our Code of Business Conduct and Ethics requires, among other things, that all of our Company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our Company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incident involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our Company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our Company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed as Exhibit 14.2 to our Registration Statement on Form S-1 filed on September 26, 2014. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Panamera Holdings Corporation, 1218 Webster Street, Houston, Texas, 77002.
Board and Committee Meetings
Our Board of Directors held no formal meetings during the year ended July 31, 2022. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
| 15 |
| Table of Contents |
Nomination Process
As of July 31, 2022, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our Company’s requirements, as well as the qualifications of each candidate, when the Board considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the President of our company at the address on the cover of this Annual Report.
Audit Committee
Currently our audit committee consists of our entire Board of Directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form audit, compensation and other applicable committees utilizing our directors’ expertise.
Audit Committee Financial Expert
Currently our audit committee consists of our entire Board of Directors. We do not currently have a director who is qualified to act as the head of the audit committee.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
| (a) | our principal executive officer; |
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| (b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31,2022 and 2021 and |
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| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2022 and 2021, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year: |
| 16 |
| Table of Contents |
SUMMARY COMPENSATION TABLE
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| Stock |
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| Option |
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| Incentive Plan Compensa- |
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| Change in Pension Value and Nonqualified Deferred Compensa- |
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| All Other Compensa- |
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| ||||||||
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Awards ($) |
|
| Awards ($) |
|
| tion ($) |
|
| tion Earnings ($) |
|
| tion ($) |
|
| Total ($) |
| ||||||||
T. Benjamin Jennings, |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chairman, CEO, President, Director |
| 2021 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
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Stanley F. Wilson, |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Secretary, General Counsel, Director |
| 2021 |
|
| - |
|
|
| - |
|
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| - |
|
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| - |
|
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| - |
|
|
| - |
|
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| - |
|
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| - |
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Douglas G. Baker, |
| 2022 |
|
| - |
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|
| - |
|
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| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chief Financial Officer, Treasurer, Director |
| 2021 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
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| - |
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| - |
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| - |
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| - |
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Christopher N. Barakat, |
| 2022 |
| $ | 35,000 |
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| - |
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| - |
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| - |
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| - |
|
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| - |
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| - |
|
| $ | 35,000 |
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Director |
| 2021 |
|
| - |
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| - |
|
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Curtis Summers, |
| 2022 |
|
| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Director |
| 2021 |
|
| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our Board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our Board.
Grants of Plan-Based Awards
During the fiscal year ended July 31,2022 we did not grant any stock options.
Option Exercises and Stock Vested
During our fiscal year ended July 31,2022 there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
No compensation was paid to non-employee directors for the year ended July 31, 2022.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors, executive officers or any associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
| 17 |
| Table of Contents |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 30, 2022, certain information with respect to the beneficial ownership of our Common and Preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our Common and Preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of Common and Preferred Stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of Common and Preferred Stock, except as otherwise indicated.
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage of Class(1) |
| |
T. Benjamin Jennings 1218 Webster Street, Houston, Texas, 77002 |
| 23,220,000 Common Direct |
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| 69.91 | % |
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Curtis Summers 1218 Webster Street, Houston, Texas, 77002 |
| 4,3300,000 Common/Direct |
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| 13.03 | % |
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Douglas G. Baker 1218 Webster Street, Houston, Texas, 77002 |
| 1,6700,000 Common/Direct |
|
| 5.02 | % |
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Directors and Executive Officers as a Group |
| 29,220,000 Common |
|
| 87.98 | % |
_________________
*represents an amount less than 1%
(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 December 30, 2022. As of December 30, 2022 there were 33,210,000 shares of our company’s common stock issued and outstanding. |
Changes in Control
There are no provisions in our Articles or Bylaws by which the operation would delay, defer, or prevent a change in control of our Company. As previously reported in an 8-K, effective May 12, 2021, T. Benjamin Jennings acquired controlling interest of the Company common stock representing 59% of the issued and outstanding shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our Common Stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended July 31, 2022, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years:
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| · | On July 15, 2014, a corporation controlled by an officer and director committed $75,000 Promissory Note in the form of an unsecured line of credit at an annual interest rate of 5%. On December 31, 2019, the line of credit increased up to $150,000 and was extended to December 31, 2021, and maybe prepaid without penalty. The Company concluded the note modification was not a significant change and is not treating it as an extinguishment. During the year ended July 31,2021, the Company borrowed $14,250 from a corporation controlled by an officer and director. For the year ended July 31, 2021, the Company accrued interest of $4,498. |
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| · | On April 26, 2021, the board of directors of the Company approved a security purchase agreement with T. Benjamin Jennings to sell and issue 21,220,000 shares of common stock at $201,335 in cash (See Financial Statements “Note 1). The Company received the consideration in full and issued the shares on May 12, 2021. |
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| · | On April 26, 2021, in connection with change of the control (See Financial Statements “Note 1”), the Company paid off the principal loan of $120,051 and accrued interest of $15,542. As of July 31, 2021, the Company was obligated, for this interest-bearing loan with a balance of $0, and accrued interest of $0. |
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| · | During the year ended July 31, 2021, a corporation controlled by a former officer and director, rendered consulting services of $50,000 and related expenses of $1,613 to the Company and was paid. |
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| · | During the years ended year ended July 31,2022 and 2021, the Company’s shareholder financed of $32,338 and $1,608 for operation expenses, respectively. As of July 31, 2022, the Company was obliged for an unsecured, none-interest bearing demand loan with balance of $33,946 and $1,608, respectively. |
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| · | During the year ended July 31, 2022, the Company recognized and paid $35,000 salary to a member of the board of directors for services rendered to the Company. As at July 31, 2022, the Company recognized a prepaid wages of $1,098 for overpayment of salary. |
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| · | The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder, who is also the CEO and President, of the Company to use at no charge. |
We believe these arrangements are advantageous to us and are on terms no less favorable to us than could have been obtained from unaffiliated third parties.
Director Independence
We currently act with five directors, consisting of T. Benjamin Jennings, Stanley F. Wilson, Curtis Summers, Douglas G. Baker and Christopher Barakat. We have determined that we do not have an independent director, as that term is used in Item 407 of Regulation S-K.
Currently our audit committee consists of our entire Board of Directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended July 31, 2022 and for fiscal year ended July 31, 2021 for professional services rendered by the principal accountant for the audit of our annual financial statements 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:
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| Year Ended July 31, |
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| Year Ended July 31, |
| ||
Fee Category |
| 2022 |
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| 2021 |
| ||
Audit Fees |
| $ | 17,500 |
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| $ | 12,500 |
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Audit Related Fees |
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| - |
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| - |
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Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
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Total Fees |
| $ | 17,500 |
|
| $ | 12,500 |
|
Our Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board either before or after the respective services were rendered.
Our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
| 19 |
| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) | Financial Statements | |
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| (1) | The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Audited Financial Statements” on page F-1 and included on pages F-2 through F-9. |
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| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
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(b) | Exhibits | |
Exhibit Number |
| Description |
(3) |
| Articles of Incorporation and Bylaws |
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(4) |
| Instruments defining the rights of security holders, including indentures. |
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(14) |
| Code of Ethics |
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(31) |
| Rule 13a-14 (d)/15d-14d) Certifications |
| Section 302 Certification by the Principal Executive Officer | |
| Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer | |
(32) |
| Section 1350 Certifications |
| Section 906 Certification by the Principal Executive Officer | |
| Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer | |
101 |
| Interactive Data File |
101.* |
| Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K/A. |
104.* |
| Inline XBRL for the cover page of this Annual Report on Form 10-K/A, included in the Exhibit 101 Inline XBRL Document Set. |
____________
* Filed herewith.
** Furnished herewith
ITEM 16. FORM 10-K SUMMARY
None.
| 20 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| PANAMERA HOLDINGS CORPORATION | ||
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Dated: September 19, 2023 | By: | /s/ T. Benjamin Jennings | |
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| T. Benjamin Jennings |
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| President, Chief Executive Officer and Director (Principal Executive) |
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Dated: September 19, 2023 | By: | /s/ Douglas G. Baker | |
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| Douglas G. Baker |
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| Chief Financial Officer, Treasurer, and Director (Principal Financial/Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ T. Benjamin Jennings |
|
| T. Benjamin Jennings |
|
| President, Chief Executive Officer and Director (Principal Executive Officer) |
|
Date: September 19, 2023
By: | /s/ Stanley F. Wilson |
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| Stanley F. Wilson |
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| Director |
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Date: September 19, 2023
By: | /s/ Douglas G. Baker |
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| Douglas G. Baker |
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| Chief Financial Officer, Treasurer, and Director (Principal Financial/Accounting Officer) |
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Date: September 19, 2023
By: | /s/ Christopher N. Barakat |
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| Christopher N. Barakat |
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| Director |
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Date: September 19, 2023
By: | /s/ Curtis Summers |
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| Curtis Summers |
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| Director |
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| 21 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
(Formerly Panamera Healthcare Corporation)
Index to Audited Financial Statements
July 31, 2022
Contents |
| Page | |
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Reports of Independent Registered Public Accounting Firms (PCAOB ID |
| F-2 | |
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| F-4 | ||
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| F-5 | ||
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| F-6 | ||
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| F-7 | ||
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| F-8 |
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Panamera Holdings Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Panamera Holdings Corp. (the Company) as of July 31, 2022 and 2021, and the related statements of operation, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
| F-2 |
| Table of Contents |
Revenue Recognition
As discussed in Note 2, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.
Auditing management’s evaluation of agreements with customers involves significant judgment, given the fact that some agreements require management’s evaluation and allocation of the standalone transaction prices to the performance obligations.
To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.
/s/ | |
| |
We have served as the Company’s auditor since 2021. | |
| |
| |
January 6, 2023 |
| F-3 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Balance Sheets
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Current Assets |
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Cash |
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Prepaid expenses |
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Accounts receivable |
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Other receivable -related party |
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Total Current Assets |
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Total Assets |
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Liabilities and Stockholders' Deficit |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Payroll liabilities - related party |
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Deferred revenue and customer deposits |
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Due to related party |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders' Deficit |
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Preferred stock: |
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Common stock: |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders' Deficit |
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Total Liabilities and Stockholders' Deficit |
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The accompanying notes to the financial statements are an integral part of these statements.
| F-4 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Statements of Operations
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Revenues -related party |
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Cost of revenues |
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Gross profit |
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Operating expenses |
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Professional fees |
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General and administration expenses |
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Total operating expenses |
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Net loss from operations |
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Other Expense |
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Interest expense |
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Total other expense |
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Net loss before taxes |
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Income tax benefit |
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Net loss |
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Basic and diluted loss per common share |
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Weighted average number of common shares outstanding, basic and diluted |
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The accompanying notes to the financial statements are an integral part of these statements.
| F-5 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Statements of Change in Stockholders’ Deficit
For the Years Ended July 31, 2022 and 2021
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Balance, July 31, 2020 |
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Issuance common stock in connection with change of control in cash |
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Net loss |
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Balance, July 31, 2021 |
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Imputed interest on related party loan |
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Net loss |
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Balance, July 31, 2022 |
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The accompanying notes to the financial statements are an integral part of these statements.
| F-6 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Statements of Cash Flows
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Deferred revenue and customer deposits |
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Accrued interest - related party |
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Net Cash Used in Operating Activities |
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Repayment related party loan and accrued interest |
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Proceeds from common stock issuance |
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Supplemental cash flow information: |
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Cash paid for taxes |
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The accompanying notes to the financial statements are an integral part of these statements.
| F-7 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Notes to the Audited Financial Statements
July 31, 2022 and 2021
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Panamera Holdings Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014. It is based in Oklahoma City, OK, USA. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized common stock from
The Company intended to offer management and consulting services to healthcare organizations but have redirected our efforts now to pursuing business opportunities including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. To date, the Company’s activities have been limited to its formation and the raising of equity capital and consulting services related to agreement signed on March 1,2022.
Change in Control of Registrant
On April 26, 2021, the board of director of the Company approved a security purchase agreement with T. Benjamin Jennings or assignees to sell and issue
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of July 31, 2022, the Company has suffered recurring losses from operations, has an accumulated deficit of $
The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
| F-8 |
| Table of Contents |
Accounts Receivable
Accounts receivables are recorded in accordance with ASC 310, “Receivables.” Accounts receivables are recorded at the invoiced amount or agreement and do not bear interest. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Financial Instruments and Fair Value Measurements
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which 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.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31,2022 and 2021. The carrying values of our financial instruments, including, cash, accounts payable and accrued liabilities and loans payable from related party approximate their fair values due to the short-term maturities of these financial instruments.
Recent Accounting Pronouncements
On August 1, 2019, the Company adopted Accounting Standards Update (ASU) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively ASC Topic 842), using the modified retrospective method. The adoption of ASU 2016-02 had no impact on the Company’s previously reported financial statements in any prior year or current year. As a result, there was no cumulative-effect adjustment to accumulated deficit as of August 1, 2019.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.
| F-9 |
| Table of Contents |
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| (i) | Identify the contract, or contracts, with a customer; |
| (ii) | Identify the performance obligations in the contract; |
| (iii) | Determine the transaction price; |
| (iv) | Allocate the transaction price to the performance obligations in the contract; |
| (v) | Recognize revenue when the Company satisfies a performance obligation. |
When the Company enters into a contract, the Company analyses the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as one single event, the sign-off by both parties that production is completed, and the product (film) is ready for distribution. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.
The Company has one annual consulting contract that requires a fixed monthly payment of $
As at July 31, 2022, the Company recorded a customer deposit of $
NOTE 3 - RELATED PARTY TRANSACTIONS
| · | On July 15, 2014, a corporation controlled by an officer and director committed $ |
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| · | On April 26, 2021, the board of directors of the Company approved a security purchase agreement with T.Benjamin Jennings to sell and issue |
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| · | On April 26, 2021, in connection with change of the control (“Note 1”), the Company paid off the principal loan of $ |
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| · | During the year ended July 31, 2021, a corporation controlled by a former officer and director, rendered consulting services of $ |
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| · | During the years ended year ended July 31,2022 and 2021, the Company’s shareholder financed of $ |
| F-10 |
| Table of Contents |
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| · | During the years ended July 31,2022 and 2021, the Company recognized $ |
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| · | During the year ended July 31, 2022, the Company recognized and paid $ |
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| · | On March 1,2022, the Company entered in a consulting agreement in the field of Healthcare for monthly $ |
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| · | The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder, who is also the CEO and President, of the Company to use at no charge. |
NOTE 4 - PROVISION FOR INCOME TAXES
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of July 31,2022 and July 31,2021 are as follows:
|
| July 31, 2022 |
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| July 31, 2021 |
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Net operating carryforward |
| $ | ( | ) |
| $ | ( | ) |
Effective tax rate |
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Tax benefit of net operating loss carryforward |
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Valuation allowance |
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| ( | ) |
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| ( | ) |
Deferred income tax assets |
| $ |
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| $ |
| ||
As of July 31, 2022, the Company had $
NOTE 5 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized
| F-11 |
| Table of Contents |
Common Stock
The Company has authorized
On April 26, 2021, in connection with change of control (“Note 1”), the Company issued
As of July 31, 2022, and 2021, there were
NOTE 6 – CONCENTRATION
Revenue
During the year ended July 31,2022, the Company entered in a consulting agreement in the field of Healthcare for monthly $
Cost of revenue
During the year ended July 31,2022, the cost of revenue of $
NOTE 7– COMMITMENTS AND CONTINGENCIES
The Company had no other commitments or contingencies as of July 31, 2022.
From time to time the Company may become a party to litigation matters involving claims against the Company.
Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations
NOTE 8 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
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EXHIBIT 4.1
DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
The following summary describes the common stock of Panamera Holdings Corp., a Nevada corporation (the “Company”), which is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the Company’s common stock is registered under Section 12 of the Exchange Act.
DESCRIPTION OF COMMON STOCK
The following description of our common stock is a summary and is qualified in its entirety by reference to our Articles of Incorporation, as amended and our Bylaws, as amended, which are incorporated by reference as exhibits to this Annual Report on Form 10-K, and by applicable law. For purposes of this description, references to “we,” “our” and “us” refer only to the Company.
Authorized Capitalization
We have authorized capital stock consisting of 550,000,000 shares of common stock, $0.0001 par value per share and 50,000,000 shares of preferred stock, $0.0001 par value per share.
Common Stock
Voting Rights. Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock do not possess any cumulative voting rights.
Except for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the matter, unless otherwise required by applicable law, Nevada law, our Articles of Incorporation, as amended or Bylaws, as amended. The election of directors will be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest number of votes cast, even if less than a majority, will be elected. The rights, preferences and privileges of holders of common stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred stock that we have designated, or may designate and issue in the future.
Dividend Rights. Each share of our common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock.
Liquidation and Dissolution Rights. Upon liquidation, dissolution or winding up, our common stock will be entitled to receive pro rata on a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment of preferential and other amounts, if any, payable on any outstanding preferred stock.
Other Matters. No holder of any shares of our common stock has a pre-emptive right to subscribe for any of our securities, nor are any shares of our common stock subject to redemption or convertible into other securities.
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Anti-Takeover Provisions Under The Nevada Revised Statutes
Business Combinations
Sections 78.411 to 78.444 of the Nevada revised statues (the “NRS”) prohibit a Nevada corporation from engaging in a “combination” with an “interested stockholder” for three years following the date that such person becomes an interested stockholder and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.
A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its articles of incorporation. We have such a provision in our Articles of Incorporation, as amended, pursuant to which we have elected to opt out of Sections 78.411 to 78.444; therefore, these sections do not apply to us.
Control Shares
Nevada law also seeks to impede “unfriendly” corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS, commonly referred to as the “Control Share Act”, that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person. The NRS control share statutes only apply to issuers that have 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding such date; and whom do business in Nevada directly or through an affiliated corporation. At this time, we do not believe we have 100 shareholders of record who have addresses in Nevada and we do not conduct business in Nevada directly or through an affiliated corporation. Therefore, the provisions of the Control Share Act are believed not to apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the Control Share Act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.
A Nevada corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. We do not have a provision in our Articles of Incorporation pursuant to which we have elected to opt out of Sections 78.378 to 78.3793; therefore, these sections do apply to us (subject to the limitations summarized above).
Removal of Directors
Section 78.335 of the NRS provides that 2/3rds of the voting power of the issued and outstanding shares of the Company are required to remove a Director from office. As such, it may be more difficult for stockholders to remove Directors due to the fact the NRS requires greater than majority approval of the stockholders for such removal.
Special Meetings of Shareholders
Pursuant to our Articles of Incorporation, only the Board of Directors of the Chairman of the Board of Directors can call special meetings of shareholders.
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, T. Benjamin Jennings, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Panamera Holdings Corporation.; |
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| 2. | Based on my knowledge, this 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 report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
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| 4. | As the certifying officer I am 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: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 |
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| 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. |
| 5. | As the certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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| 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 |
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| 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. |
| Dated: September 19, 2023 |
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| /s/ T. Benjamin Jennings |
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| T. Benjamin Jennings |
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| President, Chief Executive Officer and Director (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Douglas G. Baker, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Panamera Holdings Corporation.; |
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| 2. | Based on my knowledge, this 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 report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
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| 4. | As the certifying officer I am 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: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 |
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| 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. |
| 5. | As the certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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| 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 |
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| 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. |
| Dated: September 19, 2023 |
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| /s/ Douglas G. Baker |
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| Douglas G. Baker |
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| Chief Financial Officer, Treasurer, Director (Principal Financial/Accounting Officer) |
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EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Panamera Holdings Corporation., a Nevada corporation (the “Company”), on Form 10-K/A for the year ended July 31, 2022, as filed with the Securities and Exchange Commission (the “Report”) T. Benjamin Jennings, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:
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| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Dated: September 19, 2023
| /s/ T. Benjamin Jennings |
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| T. Benjamin Jennings |
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| President, Chief Executive Officer and Director (Principal Executive Officer) |
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EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Panamera Holdings Corporation., a Nevada corporation (the “Company”), on Form 10-K/A for the year ended July 31, 2022, as filed with the Securities and Exchange Commission (the “Report”) Douglas G. Baker, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:
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| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Dated: September 19, 2023
| /s/ Douglas G. Baker |
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| Douglas G. Baker |
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| Chief Financial Officer, Treasurer, Director (Principal Financial/Accounting Officer) |
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A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.