10-Q
Panamera Holdings Corp (PHCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|---|
| For the quarterly period ended October 31, 2021 | |
| or | |
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ______________ to ______________ | |
| Commission File Number 000-55569 | |
| PANAMERA HOLDINGS CORPORATION | |
| --- | |
| (Exact name of registrant as specified in its charter) | |
| Nevada | 46-5707326 |
| --- | --- |
| (State or other jurisdiction of<br><br>incorporation or organization) | (IRS Employer<br><br>Identification No.) |
| 4180 Orchard Hill Drive, Edmond, OK | 73025 |
| (Address of principal executive offices) | (Zip Code) |
(480) 699-0009
(Registrant’s telephone number, including area code)
Panamera Healthcare Corporation
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
Indicate by check mark whether the 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 past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☒ Yes ☐ NO
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 39,210,000 shares of common stock issued and outstanding as of February 15, 2022
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||
|---|---|---|
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4. | Controls and Procedures | 13 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 14 |
| Item 1A. | Risk Factors | 14 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3. | Defaults Upon Senior Securities | 14 |
| Item 4. | Mine Safety Disclosures | 14 |
| Item 5. | Other Information | 14 |
| Item 6. | Exhibits | 15 |
| SIGNATURES | 16 |
| 2 |
|---|
| Table of contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PANAMERA HOLDINGS CORPORATION
Balance Sheets
(Unaudited)
| July 31, | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| Assets | |||||
| Current Assets | |||||
| Cash | 11 | $ | 10 | ||
| Total Current Assets | 11 | 10 | |||
| Total Assets | 11 | $ | 10 | ||
| Liabilities and Stockholders’ Deficit | |||||
| Current Liabilities | |||||
| Accounts payable and accrued liabilities | 12,080 | $ | 13,514 | ||
| Due to related party | 5,483 | 1,608 | |||
| Total Current Liabilities | 17,563 | 15,122 | |||
| Total Liabilities | 17,563 | 15,122 | |||
| Stockholders’ Deficit | |||||
| Preferred stock: 50,000,000 authorized; 0.0001 par value, no shares issued and outstanding | - | - | |||
| Common stock: 550,000,000 authorized; 0.0001 par value, 39,210,000 shares issued and outstanding | 3,921 | 3,921 | |||
| Additional paid in capital | 345,030 | 344,963 | |||
| Accumulated deficit | (366,503 | ) | (363,996 | ) | |
| Total Stockholders’ Deficit | (17,552 | ) | (15,112 | ) | |
| Total Liabilities and Stockholders’ Deficit | 11 | $ | 10 |
All values are in US Dollars.
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 3 |
|---|
| Table of contents |
PANAMERA HOLDINGS CORPORATION
Statements of Operations
(Unaudited)
| For the | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended | ||||||
| October 31, | ||||||
| 2021 | 2020 | |||||
| Operating expenses | ||||||
| Professional fees | $ | 28 | $ | 10,503 | ||
| General and administration expenses | 2,412 | 233 | ||||
| Total operating expenses | 2,440 | 10,736 | ||||
| Net loss from operations | (2,440 | ) | (10,736 | ) | ||
| Other Expense | ||||||
| Interest expense | 67 | (1,396 | ) | |||
| Total other expense | 67 | (1,396 | ) | |||
| Net loss before taxes | (2,507 | ) | (12,132 | ) | ||
| Income tax benefit | - | - | ||||
| Net loss | $ | (2,507 | ) | $ | (12,132 | ) |
| Basic and diluted loss per common share | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average number of common shares outstanding, basic and diluted | 39,210,000 | 17,990,000 |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 4 |
|---|
| Table of contents |
PANAMERA HOLDINGS CORPORATION
Statements of Changes in Stockholders’ Deficit
(Unaudited)
For the Three Months Ended October 31, 2021
| Additional | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Paid in | Accumulated | ||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||
| Balance - July 31, 2021 | 39,210,000 | $ | 3,921 | $ | 344,963 | $ | (363,996 | ) | $ | (15,112 | ) | |
| Imputed interest on related party loan | - | - | 67 | - | 67 | |||||||
| Net loss for the period | - | - | - | (2,507 | ) | (2,507 | ) | |||||
| Balance - October 31, 2021 | 39,210,000 | $ | 3,921 | $ | 345,030 | $ | (366,503 | ) | $ | (17,552 | ) |
For the Three Months Ended October 31, 2020
| Additional | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Paid in | Accumulated | ||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||
| Balance - July 31 2020 | 17,990,000 | $ | 1,799 | $ | 145,750 | $ | (268,644 | ) | $ | (121,095 | ) | |
| Net loss for the period | - | - | - | (12,132 | ) | (12,132 | ) | |||||
| Balance - October 31 2020 | 17,990,000 | $ | 1,799 | $ | 145,750 | $ | (280,776 | ) | $ | (133,227 | ) |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 5 |
|---|
| Table of contents |
PANAMERA HOLDINGS CORPORATION
Statements of Cash Flows
(Unaudited)
| For the | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended | ||||||
| October 31, | ||||||
| 2021 | 2020 | |||||
| Cash Flows from Operating Activities: | ||||||
| Net loss | $ | (2,507 | ) | $ | (12,132 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Imputed interest on related party loan | 67 | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts payable and accrued liabilities | (1,434 | ) | 1,145 | |||
| Accrued interest - related party | - | 1,396 | ||||
| Net Cash Used in Operating Activities | (3,874 | ) | (9,591 | ) | ||
| Cash Flows from Financing Activities: | ||||||
| Proceeds from related party loans | 3,875 | 7,500 | ||||
| Net Cash Provided by Financing Activities | 3,875 | 7,500 | ||||
| Net change in cash | 1 | (2,091 | ) | |||
| Cash, beginning of period | 10 | 2,232 | ||||
| Cash, end of period | $ | 11 | $ | 141 | ||
| Supplemental cash flow information: | ||||||
| Cash paid for interest | $ | - | $ | - | ||
| Cash paid for taxes | $ | - | $ | - |
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 6 |
|---|
| Table of contents |
PANAMERA HOLDINGS CORPORATION
Notes to the Unaudited Interim Financial Statements
October 31, 2021
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS
Panamera Holdings Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014. 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 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001 per share. The Company’s fiscal year end is July 31.
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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2021, as filed with the SEC on February 15, 2022.
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.
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 at October 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s 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.
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 October 31, 2021 and July 31, 2021. The carrying values of our financial instruments, including, cash, accounts payable and accrued expenses; and loans and notes payable approximate their fair values due to the short-term maturities of these financial instruments.
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.
NOTE 3 - 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 October 31, 2021, the Company has a loss from operations, an accumulated deficit and has not earned any revenues. The Company intends to fund operations through debt and/or equity financing arrangements and related party advances, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2022.
| 7 |
|---|
| Table of contents |
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 and/or engaging in a business combination.
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 4 - RELATED PARTY TRANSACTIONS
During the year three months ended October 31, 2021, the Company’s shareholder financed of $3,875 for operation expenses. As of October 31, 2021, the Company was obliged for an unsecured, none-interest bearing demand loan with balance of $5,483. The Company recognized interest of $67 on advance by related party and recorded it as additional paid-in-capital .
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 a director of the Company, to use at no charge.
NOTE 5 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.0001 per share. No preferred stock was issued or outstanding as at October 31, 2021 and July 31, 2021.
Common Stock
The Company has authorized 550,000,000 shares of common stock with a par value of $0.0001 per share.
As of October 31, 2021 and July 31, 2021, there were 39,210,000 shares of common stock issued and outstanding, respectively.
NOTE 6 – 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.
| 8 |
|---|
| Table of contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This quarterly 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 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 unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report.
In this quarterly 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 quarterly report, the terms “we”, “us”, “our” and “our Company” mean Panamera Holdings Corporation, unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on May 20, 2014. 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 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001per share. Prior management intended to offer management and consulting services to healthcare organizations, but current management 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.
We have since changed our focus to looking for other business opportunities to implement and/or operating companies with which to engage in a business combination as described above.
Our address is 4180 Orchard Hill Drive, Edmond, OK 73025. Our telephone number is (480) 699-0009.
We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
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 report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
| 9 |
|---|
| Table of contents |
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 October 31, 2021. 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 implement new business opportunities and/or consummate an acceptable merger or acquisition transaction.
Plan of Operations and Cash Requirements
We are no longer attempting to implement our original business plan. We now intend to look for other business opportunities to implement and/or operating companies with which to engage in a business combination including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. Our focus will be on achieving long-term growth potential.
The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. While the Company has limited assets and no operating revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities and/or combinations in in any type of business, industry or geographical location. In its efforts, the Company will consider the following kinds of factors:
(a) potential for growth, indicated by new technology, anticipated market expansion or new products.
(b) competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole.
(c) strength and diversity of management, either in place or scheduled for recruitment.
(d) capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
(e) the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
(f) the extent to which the business opportunity can be advanced; and
(g) the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
In applying the foregoing criteria, not one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available opportunities may occur 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. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing the implementation of any opportunities and/or business combinations.
Results of Operations
The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended October 31, 2021, which are included herein.
| 10 |
|---|
| Table of contents |
Our operating results for the three months ended October 31, 2021 and 2020 and the changes between those periods for the respective items are summarized as follows.
Results of Operations for the three months ended October 31, 2021 and 2020
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| October 31, | ||||||
| 2021 | 2020 | Changes () | ||||
| Operating expenses | $ | 2,440 | $ | 10,736 | ) | |
| Interest expense | $ | 67 | $ | 1,396 | ) | |
| Net loss | $ | 2,507 | $ | 12,132 | ) |
All values are in US Dollars.
During the three months ended October 31, 2021 and 2020, no revenues were recorded.
We had a net loss of $2,507 for the three months ended October 31, 2021, and $12,132 for the three ended October 31, 2020. The decrease in net loss of $9,625, was due to a decrease in operating expenses of $8,296 and interest expenses of $1,329.
Operating expenses for the three months ended October 31, 2021 and 2020 were $2,440 and $10,736, respectively. For the three months ended October 31, 2021, the operating expenses were primarily attributed to professional fees of $28, general and administrative expenses of $2,412. For the three months ended October 31,2020, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $10,503 and general and administrative expenses of $233.
Interest expenses for the three months ended October 31, 2021 and 2020, represent interest expense to a related party on funds advanced to the Company.
Balance Sheet Data:
| October 31, 2021 | July 31, 2021 | Changes () | ||||||
|---|---|---|---|---|---|---|---|---|
| Cash | $ | 11 | $ | 10 | ||||
| Working capital deficiency | $ | (17,552 | ) | $ | (15,112 | ) | ) | |
| Total assets | $ | 11 | $ | 10 | ||||
| Total liabilities | $ | 17,563 | $ | 15,122 | ||||
| Total stockholders’ deficit | $ | (17,552 | ) | $ | (15,112 | ) | ) |
All values are in US Dollars.
As of October 31, 2021, our current assets were $11, and our current liabilities were $17,563 which resulted in working capital deficiency of $17,552. As of October 31, 2021, current assets were comprised of $11 in cash, compared to $10 in cash as of July 31, 2021. As of October 31, 2021, current liabilities were comprised of $12,080 in accounts payable and $5,483 in due to related party, compared to $13,514 in accounts payable and $1,608 due to related party and accrued interest as of July 31, 2021.
As of October 31, 2021, our working capital deficiency increased by $2,440 from $15,112 on July 31, 2021, to $17,552 on October 31, 2021, primarily due to an increase in current liabilities of $2,441 and offset by an increase in current assets of $1.
| 11 |
|---|
| Table of contents |
Cash Flow Data:
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| October 31, | ||||||||
| 2021 | 2020 | Changes () | ||||||
| Cash Flows used in Operating Activities | $ | (3,874 | ) | $ | (9,591 | ) | ||
| Cash Flows used in Investing Activities | $ | - | $ | - | ||||
| Cash Flows provided by Financing Activities | $ | 3,875 | $ | 7,500 | ) | |||
| Net Change in Cash During Period | $ | 1 | $ | (2,091 | ) |
All values are in US Dollars.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three months ended October 31, 2021, net cash flows used in operating activities was $3,874, consisting of a net loss of $2,507, reduced by imputed interest on related party loan of $67 and increased by a decrease in accounts payable of $1,434. For the three months ended October 31, 2020, net cash flows used in operating activities was $9,591, consisting of a net loss of $12,132, reduced by an increase in accrued interest -related party of $1,396 and an increase in accounts payable of $1,145.
Cash Flows from Financing Activities
We have financed our operations loans from a related party. For the three months ended October 31, 2021, and 2020, we received $3,875 and $7,500 from advances to pay certain operation expenses from related party loans, respectively.
Going Concern
As of October 31, 2021, our company had a net loss of $2,507 and has earned no 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, 2022. 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.
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, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.
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.
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.
| 12 |
|---|
| Table of contents |
Item 3. 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 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls.
A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended October 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 13 |
|---|
| Table of contents |
PART II - OTHER INFORMATION
Item 1. 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 1A. Risk Factors.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
| 14 |
|---|
| Table of contents |
Item 6. Exhibits.
The following exhibits are included as part of this report:
_________
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| 15 | |
| --- | |
| Table of contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PANAMERA HOLDINGS CORPORATION | |
|---|---|
| (Registrant) | |
| Dated: February 15, 2022 | /s/ T. Benjamin Jennings |
| T. Benjamin Jennings | |
| President, Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
| 16 | |
| --- |
pnht_ex311.htm
EXHIBIT 31.1
CERTIFICATION
I, T. Benjamin Jennings, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Panamera Holdings Corporation; |
|---|---|
| 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; |
| 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; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|---|---|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|---|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|---|---|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: February 15, 2022 |
|---|
| /s/ T. Benjamin Jennings |
| T. Benjamin Jennings |
| President, Chief Executive Officer |
| (Principal Executive Officer) |
pnht_ex312.htm EXHIBIT 31.2
CERTIFICATION
I, Douglas G. Baker, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Panamera Holdings Corporation; |
|---|---|
| 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; |
| 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; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|---|---|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|---|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|---|---|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: February 15, 2022 |
|---|
| /s/ Douglas G. Baker |
| Douglas G. Baker |
| Chief Financial Officer |
| (Principal Financial Officer) |
pnht_ex321.htm
EXHIBIT 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, T. Benjamin Jennings, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Panamera Healthcare Corporation on Form 10-Q for the period ended October 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Panamera Healthcare Corporation at the dates and for the periods indicated.
| Date: February 15, 2022 | By: | /s/ T. Benjamin Jennings |
|---|
| | | T. Benjamin Jennings |
| | | Chief Executive Officer |
I, Douglas G. Baker, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Panamera Healthcare Corporation on Form 10-Q for the period ended October 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Panamera Healthcare Corporation at the dates and for the periods indicated.
| Date: February 15, 2022 | By: | /s/ Douglas G. Baker |
|---|
| | | Douglas G. Baker |
| | | Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to Panamera Healthcare Corporation and will be retained by Panamera Healthcare Corporation and furnished to the Securities and Exchange Commission or its staff upon request.