Panamera Holdings Corp 10-Q for FY2021 Q1
Panamera Holdings Corp (PHCI)
About this 10-Q
Panamera Holdings Corp filed this 10-Q on December 15, 2020, covering the quarter ended October 31, 2020 (FY2021 Q1).
Headline figures
Quarter ended October 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $12.13K
- compared with a net loss of $12.63K 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 | |
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(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
| ||||
3 |
| |||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| ||
13 |
| |||
13 | ||||
| ||||
| ||||
14 |
| |||
14 |
| |||
14 |
| |||
14 |
| |||
14 |
| |||
14 |
| |||
15 |
| |||
| 16 | |||
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PANAMERA HEALTHCARE CORPORATION
Balance Sheets
(Unaudited)
|
| October 31, |
|
| July 31, |
| ||
|
| 2020 |
|
| 2020 |
| ||
Assets |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Total Current Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Accrued interest - related party |
|
|
|
|
|
| ||
Due to related party |
|
|
|
|
|
| ||
Total Current Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
|
|
|
Preferred stock: |
|
|
|
|
|
| ||
Common stock: |
|
|
|
|
|
| ||
Additional paid in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total Stockholders’ Deficit |
|
| ( | ) |
|
| ( | ) |
Total Liabilities and Stockholders’ Deficit |
| $ |
|
| $ |
| ||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 3 |
| Table of Contents |
PANAMERA HEALTHCARE CORPORATION
Statements of Operations
(Unaudited)
|
| For the |
| |||||
|
| Three Months Ended |
| |||||
|
| October 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
| ||
Operating expenses |
|
|
|
|
|
| ||
Professional fees |
| $ |
|
| $ |
| ||
General and administration expenses |
|
|
|
|
|
| ||
Total operating expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net loss from operations |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Other Expense |
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Total other expense |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net loss before taxes |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted |
|
|
|
|
|
| ||
The accompanying notes to the unaudited financial statements are an integral part of these statements
| 4 |
| Table of Contents |
PANAMERA HEALTHCARE CORPORATION
Statements of Changes in Stockholders’ Deficit
(Unaudited)
For the Three Months Ended October 31, 2020
|
|
|
|
|
|
| Additional |
|
|
|
|
| ||||||||
|
| Common Stock |
|
| Paid in |
|
| Accumulated |
|
|
| |||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||
Balance - July 31, 2020 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||
Net loss for the period |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Balance - October 31, 2020 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||
For the Three Months Ended October 31, 2019
|
|
|
|
|
|
| Additional |
|
|
|
|
| ||||||||
|
| Common Stock |
|
| Paid in |
|
| Accumulated |
|
|
| |||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||
Balance - July 31, 2019 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||
Net loss for the period |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Balance - October 31, 2019 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 5 |
| Table of Contents |
PANAMERA HEALTHCARE CORPORATION
Statements of Cash Flows
(Unaudited)
|
| For the |
| |||||
|
| Three Months Ended |
| |||||
|
| October 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Cash Flows from Operating Activities: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
|
|
| ( | ) | |
Accrued interest - related party |
|
|
|
|
|
| ||
Net Cash Used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Proceeds from related party loans |
|
|
|
|
|
| ||
Net Cash Provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| ( | ) |
|
| ( | ) |
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
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 HEALTHCARE CORPORATION
Notes to the Unaudited Interim Financial Statements
October 31, 2020
NOTE 1 - 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, 2020, as filed with the SEC on October 29, 2020.
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, 2020. 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 implement new business opportunities and/or consummate an acceptable merger or acquisition transaction.
NOTE 2 - 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, 2020, the Company has a loss from operations, an accumulated deficit and has not earned any revenues. The Company intends to fund operations through 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, 2021.
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.
| 7 |
| Table of Contents |
NOTE 3 - RELATED PARTY TRANSACTIONS
Note Payable
On July 15, 2014, a corporation controlled by an officer and director committed $
Other
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.
| 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 Healthcare Corporation, unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on May 20, 2014. We originally intended to offer management and consulting services to healthcare organizations. We intended to focus on ambulatory surgical centers (ASCs) with an incentive to be acquired by hospitals in order to increase compensation levels. At the time, we believed the short-term strategy of converting to hospital-based compensation was not sustainable because fundamental changes in the way healthcare is being provided are being undertaken by both government and private insurance carriers. We also believed the demographics of an aging population also mandated such changes to avoid economic disruption, healthcare rationing or unsustainable taxation.
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.
Our address is 4180 Orchard Hill Drive, Edmond, OK 73025. Our telephone number is (405) 413-5735. Our corporate website is www.panamerahealth.com.
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, 2020. 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. We do not intend, at this time, to restrict our focus to opportunities or business combinations in any specific industry. Instead 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 that it may seek 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 three months ended October 31, 2020, which are included herein.
| 10 |
| Table of Contents |
Our operating results for the three months ended October 31, 2020 and 2019 and the changes between those periods for the respective items are summarized as follows
Results of Operations for the three months ended October 31, 2020 and 2019
|
| Three Months Ended |
|
|
| |||||||
|
| October 31, |
|
|
| |||||||
|
| 2020 |
|
| 2019 |
|
| Changes ($) |
| |||
Operating expenses |
| $ | 10,736 |
|
| $ | 11,531 |
|
| $ | (795 | ) |
Interest expense |
| $ | 1,396 |
|
| $ | 1,097 |
|
| $ | 299 |
|
Net loss |
| $ | 12,132 |
|
| $ | 12,628 |
|
| $ | (496 | ) |
During the three months ended October 31, 2020 and 2019, no revenues were recorded.
We had a net loss of $12,132 for the three months ended October 31, 2020, and $12,628 for the three months ended October 31, 2019. The decrease in net loss of $496, was due to a decrease in operating expenses of $795 and offset by an increase in interest expenses of $299.
Operating expenses for the three months ended October 31, 2020 and 2019 were $10,736 and $11,531, respectively. The operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) and general and administrative expenses.
Interest expenses for the three months ended October 31, 2020 and 2019, represent interest expense to a related party on funds advanced to the Company.
Balance Sheet Data:
|
| October 31, 2020 |
|
| July 31, 2020 |
|
| Changes ($) |
| |||
Cash |
| $ | 141 |
|
| $ | 2,232 |
|
| $ | (2,091 | ) |
Working capital deficiency |
| $ | 133,227 |
|
| $ | 121,095 |
|
| $ | 12,132 |
|
Total assets |
| $ | 141 |
|
| $ | 2,232 |
|
| $ | (2,091 | ) |
Total liabilities |
| $ | 133,368 |
|
| $ | 123,327 |
|
| $ | 10,041 |
|
Total stockholders’ deficit |
| $ | 133,227 |
|
| $ | 121,095 |
|
| $ | 12,132 |
|
As of October 31, 2020, our current assets were $141, and our current liabilities were $133,368 which resulted in working capital deficiency of $133,227. As of October 31, 2020, current assets were comprised of $141 in cash, compared to $2,232 in cash as of July 31, 2020. As of October 31, 2020, current liabilities were comprised of $7,627 in accounts payable and accrued liabilities and $125,741 in due to related party and accrued interest, compared to $6,482 in accounts payable and accrued liabilities and $116,845 due to related party and accrued interest as of July 31, 2020.
As of October 31, 2020, our working capital deficiency increased by $12,132 from $121,095 on July 31, 2020, to $133,227 on October 31, 2020, primarily due to an increase in current liabilities of $10,041 and a decrease in current assets of $2,091.
| 11 |
| Table of Contents |
Cash Flow Data:
|
| Three Months Ended |
|
|
| |||||||
|
| October 31, |
|
|
| |||||||
|
| 2020 |
|
| 2019 |
|
| Changes ($) |
| |||
Cash Flows used in Operating Activities |
| $ | (9,591 | ) |
| $ | (12,584 | ) |
| $ | (2,993 | ) |
Cash Flows provided by Financing Activities |
| $ | 7,500 |
|
| $ | 12,300 |
|
| $ | (4,800 | ) |
Net Change in Cash During Period |
| $ | (2,091 | ) |
| $ | (284 | ) |
| $ | (1,807 | ) |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. 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 accounts payable and accrued liabilities of $1,145 and an increase in accrued interest -related party of $1,396. For the three months ended October 31, 2019, net cash flows used in operating activities was $12,584, consisting of a net loss of $12,628, decreased by an increase in accrued interest -related party of $1,097 and increased by a decrease in accounts payable and accrued liabilities of $1,053.
Cash Flows from Financing Activities
We have financed our operations loans from a related party. For the three months ended October 31, 2020, and 2019, we received $7,500 and $12,300 from advances from related party loans, respectively.
Going Concern
As of October 31, 2020, our Company had a net loss of $12,132 and has earned no revenues. Until we can identify and implement a new business opportunity and/or business combination our Company intends to fund operations through equity and/or debt financing arrangements, which may be unavailable or insufficient to fund our capital expenditures, working capital and other cash requirements for the year ending July 31, 2021. The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, development of a new business plan to implement and/or entering into a business combination with an operating company. 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, 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.
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, 2020. 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 quarter ended October 31, 2020, 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:
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 | ||
Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer | ||
101** | Interactive Data File | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
_________
* | 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 HEALTHCARE CORPORATION | ||
| (Registrant) | ||
| |||
Dated: December 15, 2020 |
| /s/ Curtis Summers | |
| Curtis Summers | ||
| President, Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| |||
Dated: December 15, 2020 |
| /s/ Douglas G. Baker | |
| Douglas G. Baker | ||
| Secretary, Chief Financial Officer, Treasurer and Director | ||
| (Principal Financial Officer and Principal Accounting Officer) |
| 16 |
EXHIBIT 31.1
| CERTIFICATION PURSUANT TO 18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Curtis Summers, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Panamera Healthcare 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: December 15, 2020 |
|
|
|
|
| /s/ Curtis Summers |
|
| Curtis Summers |
|
| President, Chief Executive Officer and Director |
|
| (Principal Executive Officer) |
EXHIBIT 31.2
| CERTIFICATION PURSUANT TO 18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 |
I, Douglas G. Baker, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Panamera Healthcare 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: December 15, 2020 |
|
|
|
|
| /s/ Douglas G. Baker |
|
| Douglas G. Baker |
|
| Secretary, Chief Financial Officer, Treasurer and Director |
|
| (Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Curtis Summers, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
| (1) | the Quarterly Report on Form 10-Q of Panamera Healthcare Corporation for the period ended October 31, 2020 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Panamera Healthcare Corporation. |
| Dated: December 15, 2020 |
| /s/ Curtis Summers | |
|
| Curtis Summers | ||
|
| President, Chief Executive Officer and Director (Principal Executive Officer) | ||
|
| Panamera Healthcare Corporation |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version 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.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas G. Baker, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
| (1) | the Quarterly Report on Form 10-Q of Panamera Healthcare Corporation for the period ended October 31, 2020 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Panamera Healthcare Corporation. |
| Dated: December 15, 2020 |
| /s/ Douglas G. Baker | |
|
| Douglas G. Baker | ||
|
| Secretary, Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | ||
|
| Panamera Healthcare Corporation |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version 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.