Panamera Holdings Corp 10-Q for FY2022 Q3
Panamera Holdings Corp (PHCI)
About this 10-Q
Panamera Holdings Corp filed this 10-Q on June 21, 2022, covering the quarter ended April 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended April 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16.67K
- compared with $0 a year earlier
- Net loss
- $20.1K
- compared with a net loss of $6553 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
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 | |
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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. ☒
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, 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 | ☐ |
☒ | 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)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PANAMERA HOLDINGS CORPORATION
Balance Sheets
(Unaudited)
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Assets |
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Current Assets |
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Cash |
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Prepaid expenses |
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Prepaid wages – 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 |
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Customer deposit |
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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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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 unaudited financial statements are an integral part of these statements.
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| Table of contents |
PANAMERA HOLDINGS CORPORATION
Statements of Operations
(Unaudited)
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Revenues |
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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 unaudited financial statements are an integral part of these statements.
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| Table of contents |
PANAMERA HOLDINGS CORPORATION
Statements of Changes in Stockholders’ Deficit
(Unaudited)
For the Three and Nine Months Ended April 30, 2022
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Balance - July 31, 2021 |
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Impact interest on related party loan |
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Net loss for the period |
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Balance - October 31, 2021 |
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Impact interest on related party loan |
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Net loss for the period |
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Balance - January 31, 2022 |
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Impact interest on related party loan |
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Net loss for the period |
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Balance - April 30, 2022 |
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For the Three and Nine Months Ended April 30, 2021
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Balance - July 31, 2020 |
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Net loss for the period |
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Balance - October 31, 2020 |
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Net loss for the period |
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Balance - January 31, 2021 |
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Net loss for the period |
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Balance - April 30, 2021 |
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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)
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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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Accounts payable and accrued liabilities |
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Prepaid expenses |
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Accrued interest - related party |
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Net Cash Used in Operating Activities |
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Cash Flows from Financing Activities: |
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Net Cash Provided by Financing Activities |
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Supplemental cash flow information: |
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Cash paid for interest |
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Cash paid for taxes |
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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
April 30, 2022
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
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.
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.
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.
| 7 |
| Table of contents |
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 April 30, 2022, the Company recorded a customer deposit of $
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 April 30, 2022, 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.
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 nine months ended April 30, 2022, the Company’s shareholders financed of $
During the nine months ended April 30, 2022, the Company recognized and paid $
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
Common Stock
The Company has authorized
As of April 30,2022 and July 31, 2021, there were
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.
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| 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. As we pursue those other business opportunities, we have engaged to act as a consultant to a healthcare organization through the services of an employee as referenced in the 8-K filed May 24, 2022 which is incorporated herein by reference and included herein as Exhibit 10.1.
Our address is 1218 Webster Street, Houston, Texas. Our telephone number is (713) 289-6200.
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 April 30, 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 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.
As we pursue those other business opportunities, we have engaged to act as a consultant to a healthcare organization through the services of an employee.
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 minimal 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.
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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 April 30, 2022, which are included herein.
Our operating results for the nine months ended April 30, 2022, and 2021 and the changes between those periods for the respective items are summarized as follows.
Results of Operations for the three months ended April 30, 2022 and 2021
|
| Three Months Ended |
|
|
|
| ||||||
|
| April 30, |
|
|
|
| ||||||
|
| 2022 |
|
| 2021 |
|
| Changes |
| |||
Revenues |
| $ | 16,667 |
|
| $ | - |
|
|
| 16,667 |
|
Operating expenses |
| $ | 36,279 |
|
| $ | 5,105 |
|
| $ | 31,174 |
|
Interest expense |
| $ | 485 |
|
| $ | 1,448 |
|
| $ | (963 | ) |
Net loss |
| $ | 20,097 |
|
| $ | 6,553 |
|
| $ | 13,544 |
|
During the three months ended April 30, 2022, and 2021, we generated $16,667 and $0 revenues. The revenues are related to consulting services rendered to one customer and has been fully paid.
We had a net loss of $20,097 for the three months ended April 30, 2022, and $6,553 for the three months ended April 30, 2021. The increase in net loss of $13,544, was due to an increase in operating expenses of $31,174 offset by a decrease in interest expenses of $1,068 and an increase in revenues of $16,667.
Operating expenses for the three months ended April 30, 2022, and 2021 were $36,279 and $5,105, respectively. For the three months ended April 30, 2022, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $12,668 and general and administrative expenses of $23,611, including wages expenses – related party of $15,720. For the three months ended April 30,2021, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $4,753 and general and administrative expenses of $352.
Interest expenses for the three months ended April 30, 2022, and 2021, represent interest expense of $485 and $1,448 to a related party on funds advanced to the Company, respectively.
Results of Operations for the nine months ended April 30,2022 and 2021
|
| Nine Months Ended |
|
|
|
| ||||||
|
| April 30, |
|
|
|
| ||||||
|
| 2022 |
|
| 2021 |
|
| Changes |
| |||
Revenues |
|
| 16,667 |
|
|
| - |
|
| $ | 16,667 |
|
Operating expenses |
| $ | 44,956 |
|
| $ | 20,525 |
|
| $ | 24,431 |
|
Interest expense |
| $ | 941 |
|
| $ | 4,301 |
|
| $ | (3,360 | ) |
Net loss |
| $ | 29,230 |
|
| $ | 24,826 |
|
| $ | 4,404 |
|
During the nine months ended April 30, 2022, and 2021, we generated $16,667 and $0 revenues. The revenues are related to consulting services rendered to one customer and has been fully paid.
We had a net loss of $29,230 for the nine months ended April 30, 2022, and $24,826 for the nine months ended April 30, 2021. The increase in net loss of $4,404, was due to an increase in operating expenses of $24,431 offset by a decrease in interest expenses of $3,360 and an increase in revenues of $16,667.
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| Table of contents |
Operating expenses for the nine months ended April 30, 2022, and 2021 were $44,956 and $20,525, respectively. For the nine months ended April 30, 2022, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $18,001 and general and administrative expenses of $26,955, including wages expenses – related party of $15,720. For the nine months ended April 30,2021, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $19,588 and general and administrative expenses of $937.
Interest expenses for the nine months ended April 30, 2022, and 2021, represent interest expense of $761 and $4,301 to a related party on funds advanced to the Company and finance charged of $180 and $0 by vendors, respectively.
Balance Sheet Data:
|
| April 30, 2022 |
|
| July 31, 2021 |
|
| Changes |
| |||
Cash |
| $ | 4,181 |
|
| $ | 10 |
|
| $ | 4,171 |
|
Working capital deficiency |
| $ | (43,581 | ) |
| $ | (15,112 | ) |
| $ | (28,469 | ) |
Total assets |
| $ | 6,607 |
|
| $ | 10 |
|
| $ | 6,597 |
|
Total liabilities |
| $ | 50,188 |
|
| $ | 15,122 |
|
| $ | 35,066 |
|
Total stockholders' deficit |
| $ | (43,581 | ) |
| $ | (15,112 | ) |
| $ | (28,469 | ) |
As of April 30, 2022, our current assets were $6,607, and our current liabilities were $50,188 which resulted in working capital deficiency of $43,581. As of April 30, 2022, current assets were comprised of $4,181 in cash, $55 in prepaid expenses and $2,371 prepaid wages- related party, compared to $10 in cash as of July 31, 2021. As of April 30, 2022, current liabilities were comprised of $19,742 in accounts payable, $28.946 in due to related party and $1,500 customer deposit, compared to $13,514 in accounts payable and $1,608 in due to related party as of July 31, 2021.
As of April 30, 2022, our working capital deficiency increased by $28,469 from $15,112 on July 31, 2021, to $43,581 on April 30, 2022, primarily due to an increase in current liabilities of $35,066 and offset by an increase in current assets of $6,597.
Cash Flow Data:
|
| Nine Months Ended |
|
|
|
| ||||||
|
| April 30, |
|
|
|
| ||||||
|
| 2022 |
|
| 2021 |
|
| Changes |
| |||
Cash Flows used in Operating Activities |
| $ | (23,167 | ) |
| $ | (16,220 | ) |
| $ | (6,947 | ) |
Cash Flows used in Investing Activities |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Cash Flows provided by Financing Activities |
| $ | 27,338 |
|
| $ | 14,150 |
|
| $ | 13,188 |
|
Net Change in Cash During Period |
| $ | 4,171 |
|
| $ | (2,070 | ) |
| $ | 6,241 |
|
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine months ended April 30, 2022, net cash flows used in operating activities was $23,167, consisting of a net loss of $29,230, reduced by imputed interest on related party loan of $761, reduced by an increase in accounts payable of $6,228 and customer deposit of $1.500 and offset by an increase in accounts receivable from employee of $2,371 and prepared expenses of $55. For the nine months ended April 30, 2021, net cash flows used in operating activities was $16,220, consisting of a net loss of $24,826, reduced by an increase in accrued interest -related party of $4,301 and an increase in accounts payable of $4,305.
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Cash Flows from Financing Activities
We have financed our operations loans from a related party. For the nine months ended April 30, 2022, and 2021, we received $27,338 and $14,150 from advances to pay certain operation expenses from related party loans, respectively.
Going Concern
As of April 30, 2022, our company had a net loss of $29,230 and has earned $16,667 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.
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.
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| Table of contents |
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 April 30, 2022. 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 nine months ended April 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| 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.
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| Table of contents |
Item 6. Exhibits.
The following exhibits are included as part of this report:
Exhibit Number | Description | |
(3) | Articles of Incorporation and Bylaws | |
| ||
(14) | Code of Ethics | |
(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 | ||
101* | Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. | |
104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
* | Filed herewith. |
** | Furnished herewith. |
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| 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: June 21, 2022 |
| /s/ T. Benjamin Jennings | |
| T. Benjamin Jennings | ||
| President, Chief Executive Officer and Director | ||
| (Principal Executive Officer) |
| 17 |
EXHIBIT 31.1 / 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)
OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, T. Benjamin Jennings, certify that:
| 1. | I have reviewed this report on Form 10-Q of Panamera Holdings Corporation for the quarter ended April 30, 2022; |
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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; |
|
|
|
| 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. | 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: |
|
| (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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|
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | 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): |
|
| (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: June 21, 2022 | By: | /s/ T. Benjamin Jennings | |
|
| T. Benjamin Jennings | ||
|
| President, Chief Executive Officer and Director | ||
|
| (Principal Executive Officer) |
EXHIBIT 32.1 / 32.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Panamera Holdings Corporation (the “Company”), for the quarter ended April 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, T. Benjamin Jennings, President, Chief Executive Officer and Director (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
| (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 results of operations of the Company. |
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.
| Dated: June 21, 2022 | By: | /s/ T. Benjamin Jennings | |
|
| T. Benjamin Jennings | ||
|
| President, Chief Executive Officer and Director | ||
|
| (Principal Executive Officer) |