Panamera Holdings Corp 10-K for FY2023
Panamera Holdings Corp (PHCI)
About this 10-K
Panamera Holdings Corp filed this 10-K on November 16, 2023, covering the fiscal year ended July 31, 2023 (FY2023).
Headline figures
Fiscal year ended July 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $100K
- up 140.0% from $41.67K a year earlier
- Net loss
- $7.12M
- compared with a net loss of $34.04K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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
(Exact name of registrant as specified in its charter) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $0.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date:
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These include the fact that:
| · | We require additional financing, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern; |
| · | We have been and may continue to be negatively impacted by inflation; |
| · | Because we have a limited operating history our future operations may not result in profitable operations; |
| · | We rely on our management and if they were to leave our company our business plan could be adversely affected; |
| · | Our operating results may fluctuate due to factors that are difficult to forecast and not within our control; |
| · | Our executive officer controls a majority of our voting securities and therefore he has the ability to influence matters affecting our stockholders; |
| · | We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting; |
| · | Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters; |
| · | Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock; |
| · | There is currently a limited public market for our common stock, which is volatile, sporadic and an illiquid market; |
| · | We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends; |
| · | Our common stock is considered a “penny stock” under SEC rules and it may be more difficult to resell securities classified as “penny stock”; |
| · | We have established preferred stock which can be designated by the Company’s Board of Directors without stockholder approval; |
| · | Our ability to grow and compete in the future will be adversely affected if adequate capital is not available; |
| · | If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected; |
| · | If we make any acquisitions, they may disrupt or have a negative impact on our business; |
| · | We incur ongoing costs and expenses for SEC reporting and compliance; |
| · | Increasing attention to environmental, social, and governance (ESG) matters may impact our business; and |
| · | Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations. |
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
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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 and we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future, except as required by law.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
Unless the context requires otherwise, references to:
| · | the “Company,” “we,” “us,” “our,” and “Panamera,” refer specifically to Panamera Holdings Corporation and its consolidated subsidiaries; |
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| · | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; |
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| · | “Securities Act” refers to the Securities Act of 1933, as amended; and |
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| · | “SEC” or the “Commission” refers to the United States Securities and Exchange Commission. |
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PART I
ITEM 1. BUSINESS
General Overview
Panamera Holdings Corporation (“Panamera” or the “Company”) was incorporated under the laws of the State of Nevada on May 20, 2014, as Panamera Healthcare Corporation. On October 21, 2021, we changed our name to Panamera Holdings Corporation and increased the number of our authorized shares from 200,000,000 shares to 600,000,000 shares, par value $0.0001 per share, of which 550,000,000 were common stock and 50,000,000 were preferred stock.
The Company originally intended to offer management and consulting services to healthcare organizations, but current management has 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 and activities in the scrap metal business..
Our Current Business
We are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. In certain instances, a target business may wish to become our subsidiary, or may wish to contribute assets to us rather than merge with us. We have begun negotiations but not entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.
Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.
Management of our Company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC Markets, such as: (i) the ability to use securities to acquire assets or businesses which can then be registered; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.
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We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our officers and directors will continue to manage the Company; however, any potential business combination candidate may require a change of management as a condition of the combination.
As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our Company may be scarce and or we may be unable to participate in an opportunity of our choosing. We can provide no assurance that we will be able to locate compatible business opportunities.
Currently, we have one source of revenue, a consulting agreement with a healthcare organization, which is described below under “Consulting Agreement”. We are not able to fund our cash requirements through our current operations. We have been reliant on a company controlled by our CEO and Chairman, T. Benjamin Jennings, to provide financial contributions and services to keep the Company operating. Further, we believe that our Company may have difficulties raising capital from other sources until we locate a prospective business combination candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder, officers or directors, to continue to provide financial contributions.
Consulting Agreement
On May 18, 2022, we entered into a Consulting Agreement with (“First DP” and the “Consulting Agreement”), which is controlled by Jay Medley. Pursuant to the Consulting Agreement, First DP engaged the Company to provide consulting services in the field of healthcare beginning on March 1, 2022. The services include (1) clinical related issues while acting as a medium between physicians and member representatives; (2) observing and recommending supportive chronic disease, wellness and other programs that will further enhance offerings and bringing various referral partners together to streamline cash/direct pay for members; (3) attending events and representing First DP at those events to drive new business and to form relationships with critical industry partners to increase employer sponsored memberships; (4) meeting with strategic entities to develop partnerships that result in memberships through their organization; (5) networking at local, regional, and state events to generate employer leads for First DP; (6) sourcing and meeting with primary care physicians for the purposes of recruiting more doctors for First DP; (7) meeting with non-revenue generating partners and bringing concepts back to First DP to drive better member experiences, doctor retention and customary acquisition; (8) meeting with VCs, private equity and other strategic partners for the purposes of capital raising and introductions; and (9) identifying acquisition targets and greenfield opportunities for First DP.
As compensation for services rendered pursuant to the Consulting Agreement, First DP agreed to pay us $8,333 per month, as well as sales commissions, including $100 for each new employee which signs up for First DP’s primary care membership and an amount equal to the first month’s membership fee, for each employee which signs up for First DP’s virtual primary care membership.
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First DP is also required to reimburse our expenses, provide primary healthcare for Chris Barakat, our director and his immediate family at cost, and reimbursement, with First DP’s approval, for Mr. Barakat’s tuition, travel, and other costs in connection with his formal education, training and related activities.
The Consulting Agreement includes customary indemnification and confidentiality obligations.
Research and Development
We have incurred $Nil in research and development expenditures over the last two fiscal years.
Intellectual Property
We do not currently have any intellectual property, other than our domain name and website, https://panameraholdings.com, which website and the information thereon we are not incorporating by reference into this Report.
Employees
As of July 31, 2023, we have an employment agreement with Christopher Barakat, a member of our board of directors. The other officers and directors are donating their time to the development of our company and are able to fulfill part-time requirements.
We have no other employees, and do not foresee hiring additional employees in the near future. We will be engaging independent contractors as needed who, under our direction, will fulfil the requirements of engagements that exceed our officers’ time constraints.
Available Information
We file annual, quarterly, and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at www.sec.gov. Our internet address is https://panameraholdings.com. Information on our website is not part of this Report, and we do not desire to incorporate by reference such information herein. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this filing before deciding to invest in our company. Any of the risk factors described below could significantly and adversely affect our business, prospects, financial condition and results of operations. Additional risks and uncertainties not currently known or that are currently considered to be immaterial may also materially and adversely affect our business, prospects, financial condition and results of operations. As a result, the trading price or value of our common stock could be materially adversely affected, and you may lose all or part of your investment.
Risks Related to Our Business Operations:
We require additional financing, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern.
As of July 31, 2023, the Company has suffered recurring losses from operations, has an accumulated deficit of $7,522,698 and earned limited revenues of $100,001 for the year ended July 31, 2023. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may also require additional funding in the future to expand or complete acquisitions. The most likely source of future funds presently available to us will be through the sale of equity capital and related party advances, provided that none are currently planned and no related parties are required to fund our operations. Any sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.
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These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The financial statements included herein also include a going concern footnote from our auditors.
We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this Report. Obtaining additional financing contains risks, including:
| · | additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders; |
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| · | loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors; |
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| · | the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and |
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| · | if we fail to obtain required additional financing, we will need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition. |
We have been and may continue to be negatively impacted by inflation.
Increases in inflation have had an adverse effect on our results of operations. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies, and geopolitical instability, including the ongoing conflict between the Ukraine and Russia, and the conflict in Israel. Continuing increases in inflation, have in the past, and could in the future, impact our costs of labor, equipment, material costs and services and the margins, all of which could have an adverse impact on our business, financial position, results of operations and cash flows. Inflation has also resulted in higher interest rates, which in turn raises our cost of debt borrowing.
Because we have a limited operating history our future operations may not result in profitable operations.
There is no significant operating history upon which to base any assumption as to the likelihood that we will prove successful, and we may never achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. As of July 31, 2023, the Company has suffered recurring losses from operations, has an accumulated deficit of $7,522,698 and earned limited revenues of $100,001 for the year ended July 31, 2023. We may not have profitable operations in the future to ensure our continuation.
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We rely on our management and if they were to leave our company our business plan could be adversely affected.
We are largely dependent upon the personal efforts and abilities of our existing management, who play an active role in our operations. Moving forward, should the services of such persons be lost for any reason, the Company will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan. If our executive officers do not devote sufficient time towards our business, we may never be able to effectuate our business plan.
Our operating results may fluctuate due to factors that are difficult to forecast and not within our control.
Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our operating results have fluctuated significantly in the past, and could fluctuate in the future. Factors that may contribute to fluctuations include:
| · | changes in aggregate capital spending, cyclicality and other economic conditions; |
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| · | our ability to effectively manage our working capital; |
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| · | our ability to generate increased demand in our targeted markets, particularly those in which we have limited experience; |
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| · | global epidemics and pandemics and the U.S.’s responses thereto; |
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| · | pricing and availability of labor and materials; |
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| · | increases in inflation and interest rates; |
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| · | declines in local, U.S. and global economic activities, including potential rescissions; |
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| · | our inability to adjust certain fixed costs and expenses for changes in demand and the timing and significance of expenditures that may be incurred to facilitate our growth; |
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| · | seasonal fluctuations in demand and our revenue; and |
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| · | disruption in the supply of materials. |
Our executive officer controls a majority of our voting securities and therefore he has the ability to influence matters affecting our stockholders.
T. Benjamin Jennings, our President, Chief Executive Officer and director, beneficially owns approximately 65.6% of the issued and outstanding shares of our common stock. As a result, he controls approximately a majority of the stockholder vote. As a result, he has the ability to influence matters affecting our stockholders and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investor who purchases shares will be a minority stockholder and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult if not impossible for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special stockholder meetings, your shares will likely have little effect on the outcome of corporate decisions. Because Mr. Jennings controls the vote on all stockholder matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Additionally, the interests of Mr. Jennings may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other stockholders.
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We compete with many other companies in the market for healthcare management and consulting services which may result in lower prices for our services, reduced operating margins and an inability to maintain or increase our market share.
We compete with other companies in a highly fragmented market that includes national, regional and local service providers, as well as service providers with global operations. These companies have services that are similar to ours, and certain of these companies have substantially greater financial resources than we do. There can be no assurance that we will be able to compete effectively against our competitors or timely implement new services. Increased competition and cost pressures affecting the healthcare markets in general may result in lower prices for our services, reduced operating margins and the inability to maintain or increase our market share.
All of our current revenues are derived from a Consulting Agreement with a related party.
We currently derive all of our revenue from the Consulting Agreement with First DP Ventures, LP, DBA First Primary Care, which is controlled by Jay Medley. In the event the Consulting Agreement is terminated or the interests of Mr. Medley differ from other stockholders, that agreement may be terminated by them, which would materially impact our business.
Regulatory, corporate governance and reporting risks:
We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements, a failure to meet our reporting and financial obligations, loss of revenue and theft, and such failure to maintain ineffective controls and procedures has already resulted in, and may in the future result in, a non-approved transaction, which could have a material adverse effect on our financial condition and the trading price of our common stock.
Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Item 4. Controls and Procedures”, as of July 31, 2023, our Company’s Chief Executive Officer (“CEO”) (our principal executive officer) and Chief Financial Officer (“CFO”) (our principal financial and accounting officer), have determined that our disclosure controls and procedures were not effective. Separately, as of July 31, 2023, management has identified a material weakness in our internal control over financial reporting. We determined that we had a material weakness because, the Company has no formal control process related to the identification and approval of related party transactions and because, as a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.
Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce reliable financial statements and the Company is committed to remediating its material weaknesses in such controls as promptly as possible. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a material adverse effect on our financial condition and the trading price of our common stock, and/or result in litigation against us or our management. In addition, even if we are successful in strengthening our controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or facilitate the fair presentation of our financial statements or our periodic reports filed with the SEC.
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Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange and The Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or The Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
We do not currently have an independent audit or compensation committee. As a result, our directors have the ability to, among other things, determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.
Risks relating to our common stock:
Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.
We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.
There is currently a limited public market for our common stock, which is volatile, sporadic and an illiquid market.
To date only a limited number of shares of our common stock have traded and a significant market may not develop in the future. If for any reason a more robust public trading market does not develop, stockholders may have difficulty selling their shares of common stock should they desire to do so.
Even if a more significant trading market develops, we cannot predict how liquid that market might become. The trading price of our common stock, if any, in the future, is likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control.
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These factors include:
| · | Quarterly variations in our results of operations or those of our competitors; |
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| · | Announcements by us or our competitors; |
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| · | Disruption to our operations; |
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| · | Commencement of, or our involvement in, litigation; |
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| · | Any major change in our board or management; |
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| · | Changes in governmental regulations or in the status of our regulatory approvals; and |
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| · | General market conditions and other factors, including factors unrelated to our own operating performance. |
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such public companies. Such fluctuations may be even more pronounced in the future. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
We also currently have a volatile, sporadic and illiquid market for our common stock, which is subject to wide fluctuations in response to several factors, including those discussed above. Our stock price may also be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, global epidemics or pandemics, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.
We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends.
We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.
Our common stock is considered a “penny stock” under SEC rules and it may be more difficult to resell securities classified as “penny stock.”
Our common stock is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00 (or obtain a listing on a national securities exchange), our common stock will continue to be a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.
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Legal remedies available to an investor in “penny stocks” may include the following:
| · | If a “penny stock” is sold to the investor in violation of the requirements listed above, or other Federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. |
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| · | If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages. |
These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due to, among other reasons, the increased financial risk generally associated with these investments.
For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.
We have established preferred stock which can be designated by the Company’s Board of Directors without stockholder approval.
We have authorized capital stock consisting of 550,000,000 shares of common stock, $0.0001 par value per share and 50,000,000 shares of preferred stock, $0.0001 par value per share. As of the date of this Report, we have 35,410,000 shares of common stock issued and outstanding and no outstanding shares of preferred stock. The shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have a distinctive designation or title as shall be determined by the board of directors of the Company prior to the issuance of any shares thereof. The preferred stock may have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the board of directors. Because the board of directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company’s stockholders, stockholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. Investors should keep in mind that the board of directors has the authority to issue additional shares of common stock and preferred stock, which could cause substantial dilution to our existing stockholders. Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super majority voting rights and/or other rights or preferences which could provide the preferred stockholders with voting control over us subsequent to such offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless.
General risk factors:
Our ability to grow and compete in the future will be adversely affected if adequate capital is not available.
The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on our cash flow from operations and the availability of equity and debt financing. Our cash flow from operations may not be sufficient or we may not be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.
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If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected.
Our ability to achieve our desired growth depends on our execution in functional areas such as management, sales and marketing, finance and general administration and operations. To manage any future growth, we must continue to improve our operational and financial processes and systems and expand, train and manage our employee base and control associated costs. Our efforts to grow our business, both in terms of size and in diversity of customer bases served, will require rapid expansion in certain functional areas and put a significant strain on our resources. We may incur significant expenses as we attempt to scale our resources and make investments in our business that we believe are necessary to achieve long-term growth goals. If we are unable to manage our growth effectively, our expenses could increase without a proportionate increase in revenue, our margins could decrease, and our business and results of operations could be adversely affected.
If we make any acquisitions, they may disrupt or have a negative impact on our business.
If we make acquisitions in the future, funding permitting, which may not be available on favorable terms, if at all, we could have difficulty integrating the acquired company’s assets, personnel and operations with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:
| · | the difficulty of integrating acquired products, services or operations;
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| · | the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies; |
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| · | difficulties in maintaining uniform standards, controls, procedures and policies; |
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| · | the potential impairment of relationships with employees and customers as a result of any integration of new management personnel; |
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| · | the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers; |
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| · | the effect of any government regulations which relate to the business acquired; |
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| · | potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and |
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| · | potential expenses under the labor, environmental and other laws of various jurisdictions. |
Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses, and adversely affect our results of operations.
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We incur ongoing costs and expenses for SEC reporting and compliance and without sufficient revenues we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
In order for us to remain in compliance with our on-going reporting requirements, we may require additional capital and/or future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources or require us to obtain additional capital through the sale of equity or debt. If we are unable to further capitalize the Company or generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all. There are ongoing costs and expenses for SEC reporting, including the general booking and accounting costs for the preparation of the financial quarterly (Form 10-Qs) and annual filings (Form 10-Ks), and auditor’s fees. Further, there are processing costs in preparing and converting documents and disclosures through the EDGAR filing system, including certain costs for the XBRL that are required as part of the EDGAR filing. We estimate that these costs could result in more than $80,000.00 per year of ongoing costs.
We may experience adverse impacts on our reported results of operations as a result of adopting new accounting standards or interpretations.
Our implementation of and compliance with changes in accounting rules, including new accounting rules and interpretations, could adversely affect our reported financial position or operating results or cause unanticipated fluctuations in our reported operating results in future periods.
If persons engage in short sales of our common stock, the price of our common stock may decline.
Selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. In addition, holders of options and warrants will sometimes sell short knowing they can, in effect, cover through the exercise of an option or warrant, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Stockholders could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.
The Company does not insure against all potential losses, which could result in significant financial exposure.
The Company does not have commercial insurance or third-party indemnities to fully cover all operational risks or potential liability in the event of a significant incident or series of incidents causing catastrophic loss. As a result, the Company is, to a substantial extent, self-insured for such events. The Company relies on existing liquidity, financial resources and borrowing capacity to meet short-term obligations that would arise from such an event or series of events. The occurrence of a significant incident, series of events, or unforeseen liability for which the Company is self-insured, not fully insured or for which insurance recovery is significantly delayed could have a material adverse effect on the Company’s results of operations or financial condition.
Increasing attention to environmental, social, and governance (ESG) matters may impact our business.
Increasing attention to ESG matters, including those related to climate change and sustainability, increasing societal, investor and legislative pressure on companies to address ESG matters, may result in increased costs, reduced revenues, increased investigations and litigation or threats thereof, negative impacts on our stock price and access to capital markets, and damage to our reputation. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, including climate change and climate-related risks. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and investment community divestment initiatives, among other actions, may lead to negative investor sentiment toward the Company and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Additionally, evolving expectations on various ESG matters, including biodiversity, waste and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.
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Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations.
There is a growing political and scientific consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. We may become subject to legislation and regulation regarding climate change, and compliance with any new rules could be difficult and costly. Concerned parties, such as legislators and regulators, stockholders and nongovernmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Many states and countries have announced or adopted programs to stabilize and reduce GHG emissions and in the past federal legislation has been proposed in Congress. If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations. Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our financial condition, operating performance, or ability to compete. Climate change could have a material adverse effect on our financial condition, results of operations and cash flow.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 2. PROPERTIES
Our principal executive office location and mailing address is 5051 Westheimer, Suite 1200, Houston, Texas, 77056. The square footage is approximately 300 square feet. The office is provided at no cost to us.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any material 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.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Common shares were listed for quotation on the Pink Sheets of the OTC Markets under the symbol “PNHT” on March 7, 2016. On October 22, 2021 we were issued a new symbol “PHCI”.
There is an established current public market for the shares of our Common Stock which trade and are quoted bid/ask on the OTC Markets Pink Sheets. Other than the OTC Markets quotation, there can be no assurance that a liquid market for our securities will ever develop. Transfer of our Common Stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.
The following table sets forth the range of high and low sales prices for our common stock for each of the periods indicated as reported by the OTC Markets Pink Sheets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Due to the fact that trading in our common stock is extremely sporadic, with multiple trading days where no trading occurs, and limited, with many trading days trading no shares of common stock, we believe the high and low sales prices below should not be relied upon as a basis for determining the value of our common stock.
12 Month Period Ended July 31, 2023 |
| High |
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| Low |
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Quarter ended July 31, 2023 |
| $ | 4.50 |
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| $ | 1.05 |
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Quarter ended April 30, 2023 |
| $ | 2.50 |
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| $ | .625 |
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Quarter ended January 31, 2023 |
| $ | 4.00 |
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| $ | 1.25 |
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Quarter ended October 31, 2023 |
| $ | 7.00 |
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| $ | 4.00 |
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12 Month Period Ended July 31, 2022 |
| High |
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| Low |
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Quarter ended July 31, 2022 |
| $ | 7.50 |
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| $ | 7.50 |
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Quarter ended April 30, 2022 |
| $ | 10.00 |
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| $ | 5.00 |
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Quarter ended January 31, 2022 |
| $ | 6.25 |
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| $ | 4.75 |
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Quarter ended October 31, 2022 |
| $ | 4.75 |
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| $ | 2.00 |
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Securities Transfer Corporation at 2901 Dallas Parkway, Suite 380 Plano, TX 75093 (Telephone 469-633-0101) is the registrar and transfer agent for our common shares.
Holders
On November 14, 2023, the shareholders’ list showed 27 registered shareholders, not including any persons who hold their stock in “street name”, with 35,410,000 shares of common stock outstanding.
Description of Securities
The authorized capital stock of our Company consists of 550,000,000 shares of Common Stock, at $0.0001 par value, and 50,000,000 shares of Preferred Stock, at $0.0001 par value. On October 21,2021 we amended our articles of incorporation to increase our authorized shares from 200,000,000 to 600,000,000 with 550,000,000 shares authorized of common stock.
Dividend Policy
We have not paid any cash dividends on our Common Stock and have no present intention of paying any dividends on the shares of our Common Stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our Board of Directors (the “Board”).
Equity Compensation Plan Information
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities
In April 2023, the Company entered into a common stock purchase agreement with an investor for the sale of 200,000 shares of restricted common stock at a price of $1.00 per share in cash.
On June 30, 2023, the Company issued 2,000,000 shares of restricted common stock to two directors (Chris Barakat and Stanley F. Wilson, 1,000,000 shares each) for a price per share of $0.001 ($1,000) each. Due to the issuance of these shares to related parties at par value the company recognized stock-based compensation of $7,018,000, based on the closing share price of the company's common stock on the date of grant.
The issuances described above were exempt from registration pursuant to Section 4(a)(2), and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, we took take appropriate measures to restrict transfer, and the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act. The securities are subject to transfer restrictions, and the certificates/book-entry notations evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended July 31, 2023.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Plan of Operations and Cash Requirements
We previously intended to offer management and consulting services to healthcare organizations. Because we have not been successful in launching our previous business plan, we are seeking new opportunities or business arrangements primarily in the environmental services industry, emerging innovative technologies and individual health choices led by innovation and integration.
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended July 31, 2023 and 2022, which are included herein.
Our operating results for the years ended July 31, 2023 and 2022, and the changes between those periods for the respective items are summarized as follows:
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| Year Ended |
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| July 31, |
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| 2023 |
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| 2022 |
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| Changes |
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Revenues - related party |
| $ | 100,001 |
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| $ | 41,666 |
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| $ | 58,335 |
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Cost of revenues- related party |
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| 94,629 |
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| 38,214 |
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| 56,415 |
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Operating expenses |
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| 7,126,053 |
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| 35,954 |
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| 7,090,099 |
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Other expenses |
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| 3,977 |
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| 1,542 |
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| 2,435 |
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Net loss |
| $ | 7,124,658 |
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| $ | 34,044 |
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| $ | 7,090,614 |
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During the years ended July 31, 2023, and 2022, we generated $100,001 and $41,666 of revenues - related party, respectively. The revenues are related to the Consulting Agreement, discussed in greater detail above under “Item 1. Business – Consulting Agreement”. Of the amount for 2023, a total of $91,668 was paid in July 2022 through July 2023 and $8,333 was paid on August 1,2023. Revenues – related party increased in 2023, compared to 2022, due to five months of revenues in 2022 as the contract began in March 2022.
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We had cost of revenues – related party of $94,629 and $38,214 for the years ended July 31, 2023 and 2022, respectively, which were in connection with salaries related to the First DP Ventures agreement. Cost of revenues – related party increased in 2023, compared to 2022, due to [five months of revenues in 2022 as the contract began in March of 2022.
Operating expenses for the years ended July 31,2023 and 2022 were $7,126,053 and $35,954, respectively. For the year ended July 31,2023, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $60,337, general and administrative expenses of $7,065,716 relating mainly to stock-based compensation.
For the year ended July 31, 2022, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the SEC of $22,953 and general and administrative expenses of $13,001. Operating expenses increased for 2023 versus 2022, due to increased activities resulting in additional professional fees spent on legal and accounting.
Other expenses for the years ended July 31, 2023, and 2022, represent interest expenses of $3,990 and $1,542 to our CEO and Chairman, T. Benjamin Jennings, on funds advanced to the Company and interest income of $13 and $0, respectively.
We had net losses of $7,124,658 for the year ended July 31, 2023, and $34,044 for the year ended July 31, 2022. The increase in net loss of $7,090,614 was due to an increase in operating expenses of $7,090,099 and other expenses of $2,435, offset by an increase in revenue of $58,335 and gross profit of $1,920, each as discussed above.
Liquidity and Capital Resources
Balance Sheet Data:
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| July 31, 2023 |
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| July 31, 2022 |
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| Changes |
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Cash |
| $ | 118,569 |
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| $ | 3,087 |
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| $ | 115,482 |
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Working capital deficiency |
| $ | 49,718 |
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| $ | (47,614 | ) |
| $ | 97,332 |
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Total assets |
| $ | 129,602 |
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| $ | 12,572 |
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| $ | 117,030 |
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Total liabilities |
| $ | 79,884 |
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| $ | 60,186 |
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| $ | 19,698 |
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Total stockholders' equity (deficit) |
| $ | 49,718 |
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| $ | (47,614 | ) |
| $ | 97,332 |
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As of July 31, 2023, our current assets were $129,602, and our current liabilities were $79,884 which resulted in working capital of $49,718. As of July 31, 2023, current assets were comprised of $118,569 in cash, $8,333 in accounts receivable and $2,700 in employee advanced. As of July 31, 2023, current liabilities were comprised of $32,385 in accounts payable and $47,499 in due to related party.
As of July 31, 2022, our current assets were $12,572, and our current liabilities were $60,186, which resulted in a working capital deficiency of $47,614. As of July 31, 2022, current assets were comprised of $3,087 in cash, $55 in prepaid expenses, $8,332 in accounts receivable and $1,098 in prepaid wages-related party. As of July 31, 2022, current liabilities were comprised of $17,034 in accounts payable, $7,706 payroll liabilities – related party, $33,946 in due to related party and $1,500 in customer deposit.
As of July 31, 2023, our working capital increased by $97,332 from a $47,614 working capital deficiency on July 31, 2022, to $49,718 of working capital on July 31, 2023, primarily due to an increase in current assets of $117,030, offset by an increase in current liabilities of $19,698.
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Cash Flow Data:
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| Year Ended |
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| July 31, |
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| 2023 |
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| 2022 |
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| Changes |
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Cash used in Operating Activities |
| $ | (98,071 | ) |
| $ | (29,261 | ) |
| $ | (68,810 | ) |
Cash used in Investing Activities |
| $ | - |
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| $ | - |
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| $ | - |
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Cash provided by Financing Activities |
| $ | 213,553 |
|
| $ | 32,338 |
|
| $ | 181,215 |
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Net Change in Cash During Period |
| $ | 115,482 |
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| $ | 3,077 |
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| $ | 112,405 |
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Cash from Operating Activities
We have not generated positive cash flows from operating activities during the years ended July 31, 2023 and 2022.
For the year ended July 31, 2023, net cash flows used in operating activities was $98,071, consisting of a net loss of $7,124,658, reduced by imputed interest on a related party loan of $3,990, and a net change in working capital of $4,597, and stock-based compensation of $7,018,000.
For the year ended July 31, 2022, net cash flows used in operating activities was $29,261, consisting of a net loss of $34,044, reduced by imputed interest on related party loan of $1,542 and a net change in working capital of $3,241.
Cash Flows from Investing Activities
During the years ended July 31, 2023 and 2022, the Company had no investing activities.
Cash Flows from Financing Activities
We have financed our operations with loans from our CEO and Chairman, T. Benjamin Jennings, and a stock subscription. For the years ended July 31, 2023, and 2022, we received $13,553 and $32,338 from advances to pay certain operating expenses from our CEO and Chairman, T. Benjamin Jennings and $200,000 and $0 common stock subscription from one investor, respectively.
Going Concern
For the year ended July 31, 2023, our company had a net loss of $7,124,658 and generated $100,001 in 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, 2024. 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.
We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.
In the future, we may seek additional capital by selling additional debt or equity securities. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.
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Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| (i) | Identify the contract, or contracts, with a customer; |
| (ii) | Identify the performance obligations in the contract; |
| (iii) | Determine the transaction price; |
| (iv) | Allocate the transaction price to the performance obligations in the contract; and |
| (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 current objectives have been achieved. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.
The Company recognizes the monthly revenue at the beginning of the month and any cash payments received in advance are recorded as deferred revenue until all obligations have been met as specified in the related customer contract.
During the year ended July 31, 2023, the Company entered in a Consulting Agreement in the field of healthcare for monthly $8,333 with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors. As of July 31, 2023, and 2022, all revenue of $100,001 and $41,666 and accounts receivable of $8,333 and $8,332, respectively, related to First DP Ventures, LP.
Cost of revenue
During the years ended July 31, 2023 and 2022, cost of revenue of $94,629 and $38,214 was for the payroll expenses related to Chris Barakat, a member of the Company’s board of directors, who performed services in connection with the Consulting Agreement.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
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Recently Issued Accounting Standards
For more information on recently issued accounting standards, see “Note 2 - Summary Of Significant Accounting Policies” to the Notes to Consolidated Financial Statements included herein under “Item 8. Financial Statement and Supplemental Data”.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Audited Financial Statements” on page F-1 and included on pages F-2 through F-11.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Pursuant to Rule 13a-15(b) under the Exchange Act, our Company carried out an evaluation, with the participation of our Company’s management, including our Company’s Chief Executive Officer (“CEO”) (our principal executive officer) and Chief Financial Officer (“CFO”) (our principal financial and accounting officer), of the effectiveness of our Company’s disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Company’s CEO and CFO concluded that our Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by our Company in the reports that our Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Company’s management, including our Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses identified below.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Report of Management on Internal Control over Financial Reporting
Management of our Company is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Our internal control system was designed, in general, to provide reasonable assurance to our company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to our Company’s annual or interim financial statements will not be prevented or detected.
In the course of management’s assessment, management concluded that our internal control over financial reporting was not effective as of July 31,2023. We have identified the following material weakness in internal control over financial reporting:
| · | The Company has no formal control process related to the identification and approval of related party transactions. |
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| · | Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures |
We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate the material weakness through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate the identified weakness. Our Company is still in its development stage and intends on hiring the necessary staff to address the weaknesses once revenue has been realized.
This annual report does not include an attestation report of our Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
Except as discussed above, there were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter ended July 31, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
The information and disclosures which are set forth above under “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”, under the heading “Recent Sales of Unregistered Securities”, are incorporated by reference into this “Item 5. Other Information”, in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name |
| Position Held with the Company | Age | Date First Elected or Appointed |
| |||
T. Benjamin Jennings |
| Chairman, CEO, President, Director | 59 | May 2021 |
| |||
Douglas G. Baker |
| Chief Financial Officer, Treasurer, Director | 69 | May 2014 |
| |||
Stanley F. Wilson | Director | 74 |
| May 2021 |
| |||
Christopher N. Barakat |
| Director | 36 | May 2021 |
| |||
Curtis Summers |
| Director | 49 | May 2014 |
| |||
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
T. Benjamin Jennings - Chairman, CEO, President, Director
Mr. Jennings is a proven leader in environmental services, FMCG, real estate, innovative technology for healthcare systems, and investment banking. During his tenure as an investment banker, he developed an acumen for raising capital and creating meaningful value through hundreds of mergers and acquisitions and the integration of those businesses. Mr. Jennings was the lead investment banker for USA Waste during its growth from $8 million in revenue to in excess of $5 billion, which then merged with Waste Management to become the largest waste management company in the world. Mr. Jennings served as Executive Chairman, CEO, and Founder of Simms Metal Management, (SGM:ASX) the largest publicly traded metal recycling company, with a current market cap of approximately $3.26 billion. Additionally, he was Executive Chairman and Chief Development Officer of Think Partnership, formerly CGI Holdings, an online marketing and SEO, which grew to a market cap of over $400 million. He was Chairman, CEO, and Chief Development Officer of Ceira Technologies, a leading software integration company, with revenue gains from $0 to over $40 million within two years. As Executive Chairman, CEO, and Founder of Chasm Industries, an electronics recycling and asset management enterprise, revenue reached more than $120 million within its first 18 months.
Our Company believes that Mr. Jennings professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.
Stanley F. Wilson –Director
Mr. Wilson is a corporate executive as well as an M&A securities attorney who’s legal and business career has placed primary emphasis in business combinations involving small cap publicly traded companies across a wide range of industries including fuel trading, marketing, and recycling; oil and gas; telecommunications; specialty finance; insurance; and retail automotive. This specialization has taken many forms including numerous going-public transactions, serving as President and General Counsel to multiple publicly traded holding companies trading on NASDAQ, OTC Markets and the Pink Sheets, as well as CEO and general counsel of two statewide franchised automotive dealer associations in Arizona and Nebraska. Mr. Wilson has been an active member of the Nebraska State Bar Association since 1974, served as Of Counsel at Davis Miles McGuire Gardner PLLC from September 2012 to October 2021, was appointed by the Governor of Nebraska as the acting Lancaster County Court Judge and served as The Staff Judge Advocate of the 67th Infantry Brigade of the Nebraska Army National Guard with the rank of Captain. Mr. Wilson is licensed to practice law in Nebraska. Mr. Wilson is a graduate of Arizona State University and the University of Nebraska College of Law. Mr. Wilson served as Secretary and General Counsel of the Company from May 2021 to July 2023.
Our Company believes that Mr. Wilson’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.
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Douglas G. Baker - Chief Financial Officer, Treasurer, Director
Mr. Baker co-founded our company in May 2014. He has served as the Chief Financial Officer of Summit Medical Center in Edmond, OK since September 2009. He received his Bachelor of Science degree in Accounting in 1976 from the University of Central Oklahoma in Edmond, Oklahoma. Mr. Baker demonstrates extensive knowledge of financial, accounting and operational issues relevant to our business. He also brings transactional expertise, including equity offerings, bank financings and acquisitions, making him qualified as a member of the Board.
Our Company believes that Mr. Baker’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.
Christopher N. Barakat – Director and Clinical Business Development Officer
Mr. Barakat is an accomplished senior executive who helps companies shape ideas into revenue producing assets. Graduating Western Sydney University in Sport and Exercise Science, Mr. Barakat joined Pfizer, Device Technologies and Informa working in sales and management throughout Australia and Asia. In 2013, Mr. Barakat joined a start-up called HealthShare, where he created and managed 3 business units, while also acting as the Director of Business Development. He has been responsible for creating viable business ideas, commercial plans, managing teams and establishing cross product commercialization. In 2019, Mr. Barakat moved to Houston, Texas with his family, to launch a fit-for-purpose solution for health professionals to help address administrative burden. In 2020, Mr. Barakat established a partnership with the largest medical Point of Care advertising company in America as the go-to-market partner. Mr. Barakat has served as Clinical Business Development Officer of the Company since May 2022.
Our Company believes that Mr. Barakat’s professional background experience gives him the qualifications and skills necessary to serve as a director of our Company.
Curtis Summers - Director
Mr. Summers co-founded our Company in May 2014. Mr. Summers also serves as the Chief Executive Officer of Summit Medical Center in Edmond, Oklahoma, formed after the sale and reorganization Foundation Surgical Hospital of Oklahoma, where Mr. Summers has served as the Chief Executive Officer since January of 2007. He received his Bachelor of Science with an emphasis on Business Administration (Marketing & Management) from Newman University in Wichita, Kansas in 1996, and his Master of Business Administration (MBA) from Oklahoma Christian University, Edmond, Oklahoma in 1996. Mr. Summers’ medical industry experience began at an Oklahoma City medical center managed by HCA International, where he was a program Development Coordinator. He was vice- president of marketing for a surgical hospital, the Chief Operating Officer of a bariatric hospital, and the Chief Executive Officer of Foundation Surgical Hospital of Oklahoma, as noted above.
Our Company believes that Mr. Summers’ professional background experience, including as CEO of a medical center, provides him the qualifications and skills necessary to serve as a director of our Company.
Term of Office
Our directors are appointed for a one year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws. Our officers are appointed by our board of directors and hold office until removed by the Board.
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors.
We have not compensated our Directors’ for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
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Employment Agreements
The Company does not have any employment agreements in place with any of its executive officers, except as discussed below. The board of directors reserves the right to increase the salary of our executive officers, and/or to grant them equity awards, including stock, options or other equity securities, from time to time, as additional compensation or bonuses.
On May 18, 2022, the “Company entered into an Employment Contract with Christopher Barakat, a member of our board of directors, to serve in the capacity of a Clinical Business Development Officer on a month-to-month at will employment basis, to specifically serve as the consultant to First DB Ventures LP dba First Primary Care under the Consulting Agreement entered into as of the same date. The Employment Agreement is ‘at will’, and provides for Mr. Barakat to be paid $7,000 per month for services rendered, As well as a commission of $100 on each direct primary care membership sold and a commission equal to the first month’s membership per employee, for each virtual primary care membership sold. There have been no commissions paid to date. There are no other written employment agreements with our officers and directors.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
Involvement in certain legal proceedings.
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences) ; |
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2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
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3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
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4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our Company’s officers including our President, Chief Executive Officer and Chief Financial Officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
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| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; |
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| 3. | compliance with applicable governmental laws, rules and regulations; |
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| 4. | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and |
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| 5. | accountability for adherence to the Code of Business Conduct and Ethics. |
Our Code of Business Conduct and Ethics requires, among other things, that all of our Company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our Company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incident involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our Company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our Company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed as Exhibit 14.2 to our Registration Statement on Form S-1 filed on September 26, 2014. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Panamera Holdings Corporation, 5051 Westheimer, Suite 1200 Houston, Texas, 77056.
Board and Committee Meetings
Our Board of Directors held no formal meetings during the year ended July 31, 2023. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
Board Leadership Structure
Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer (“CEO”), Mr. T. Benjamin Jennings. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. Mr. T. Benjamin Jennings possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most critical matters. Combining the Chairman of the Board and CEO roles promotes decisive leadership, fosters clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our stockholders, particularly during periods of turbulent economic and industry conditions.
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Risk Oversight
Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.
Nomination Process
As of July 31, 2023, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our Company’s requirements, as well as the qualifications of each candidate, when the Board considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the President of our company at the address on the cover of this Annual Report.
Audit Committee
We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form audit, compensation and other applicable committees utilizing our directors’ expertise.
Policy on Equity Ownership
The Company does not have a policy on equity ownership at this time.
Insider Trading/Policy Against Hedging
The Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives that equity awards are intended to build; however, while ‘short sales’ are discouraged by the Company, the Company does not currently have a policy prohibiting such transactions or any formal insider trading policy.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)
Dodd-Frank requires public companies to provide shareholders with an advisory vote on compensation of the most highly compensated executives, which are sometimes referred to as “say on pay,” as well as an advisory vote on how often the company will present say on pay votes to its shareholders. The Company plans to provide its shareholders the right to vote on say-on-pay matters beginning at the next annual meeting of stockholders which the Company holds after this filing.
Compensation Recovery and Clawback Policies
Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer (if any). The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. We plan to implement a clawback policy in the future, if required, although we have not yet implemented such policy.
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Shareholder Communications
Our stockholders and other interested parties may communicate with members of the board of directors by submitting such communications in writing to our Corporate Secretary, 1218 Webster Street, Houston, Texas 77002 who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Corporate Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence is not addressed to any particular board member or members, the communication will be forwarded to a board member to bring to the attention of the board of directors.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership in our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such reports received by us, we believe that all filings required to be made under Section 16(a) during 2023 were timely made, except that Christopher Barakat, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed; Stanley Wilson, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed; Curtis Summers, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed; and Douglas G. Baker, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”), except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.
SUMMARY COMPENSATION TABLE
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Option Awards ($) |
|
| Option Stock Awards ($) |
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| Incentive Plan Compensation ($) |
|
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
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| All Other Compensation ($) |
|
| Total ($) |
| ||||||||
T. Benjamin Jennings, |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chairman, CEO, President, Director |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
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Stanley F. Wilson, |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| 100 |
|
|
| 100 |
|
Former Secretary and General Counsel, and Director (1) |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
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Douglas G. Baker, |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chief Financial Officer, Treasurer, Director |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Does not include perquisites and other personal benefits or property, unless the aggregate amount of such compensation is more than $10,000.
(1) Mr. Wilson resigned as Secretary and General Counsel on July 12, 2023.
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our Board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our Board.
Compensation of Directors
Our executive officers are not paid any consideration for their service to the Board separate from the consideration they are paid as executive officers of the Company, as shown above.
The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended July 31, 2023.
Name |
| Fees Earned or Paid in Cash ($) |
|
| Stock Awards ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||
Christopher N. Barakat |
| $ | 86,000 |
|
| $ | - |
|
| $ | 100 |
|
| $ | 86,100 |
|
Curtis Summers |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
* The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Non-Equity Incentive Plan Compensation or Nonqualified Deferred Compensation. Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.
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Grants of Plan-Based Awards
During the fiscal year ended July 31, 2023 we did not grant any stock options.
Option Exercises and Stock Vested
During our fiscal year ended July 31, 2023 there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
No compensation was paid to non-employee directors for the year ended July 31, 2023.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors, executive officers or any associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Outstanding Equity Awards at Year Ended July 31, 2023
There were no outstanding equity awards at July 31, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of November 14, 2023, certain information with respect to the beneficial ownership of our common stock shares by (i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock based on 35,100,000 shares outstanding as of November 14, 2023, (ii) each of our directors, (iii) each named executive officer and (iv) all directors and officers as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of November 14, 2023, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
| 32 |
| Table of Contents |
We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 1218 Webster Street, Houston, Texas, 77002. All shares described below are common stock and we only have common stock issued and outstanding.
Title of Class | Name and Address of Beneficial Owner |
|
| Amount and Nature of Beneficial Ownership |
|
| Percent of Class |
| |
Named Executive Officers, Executive Officers and Directors | |||||||||
Common Stock | T. Benjamin Jennings |
|
| 23,220,000 | (1) |
| 65.6 | % |
|
Common Stock | Stanley F. Wilson(1) |
|
| 1,000,000 | (2) |
| 2.8 | % |
|
Common Stock | Curtis Summers |
|
| 4,330,000 |
|
| 12.2 | % |
|
Common Stock | Douglas G. Baker |
|
| 1,670,000 | (3) |
| 4.7 | % |
|
Common Stock | Chris Barakat |
|
| 1,000,000 |
|
| 2.8 | % |
|
Common Stock | All Executive Officers and Directors as a Group (five persons) |
|
| 31,220,000 |
|
| 88.2 | % |
|
|
|
|
|
|
|
|
|
|
|
5% Stockholders | |||||||||
| Common Stock |
|
|
|
|
|
|
|
|
None. |
|
|
|
|
|
|
|
|
|
(1) As a result of Mr. Wilson's position of the manager of Stakeholder Capital, LLC, Mr. Wilson is deemed to own the 1,000,000 shares held in the name of Stakeholder Capital, LLC.
Changes in Control
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
Equity Compensation Plan Information
The Company has no equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as referenced below or otherwise disclosed above under “Item 11. Executive Compensation”, which information is incorporated by reference in this Item 13, there have been no transactions since July 31, 2021, and there is not currently any proposed transaction, in which the Company was or is to be a participant, where the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our outstanding voting shares, nor any member of the above referenced individual’s immediate family, had or will have a direct or indirect material interest.
On July 15, 2014, a corporation controlled by then officers Doug Baker and Curtis Summers loaned the Company $75,000, which was evidenced by a $75,000 Promissory Note in the form of an unsecured line of credit, at an annual interest rate of 5%. On December 31, 2019, the line of credit was increased up to $150,000 and was extended to December 31, 2021, and may be prepaid without penalty. The Company concluded the note modification was not a significant change and is not treating it as an extinguishment. The amounts were repaid in May 2021.
| 33 |
| Table of Contents |
On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare for monthly payments of $8,333 with First DP Ventures, LP. The services under the agreement were performed by Chris Barakat, a member of the Company’s board of directors. As of July 31, 2023, and 2022, all revenue of $100,001 and $41,666 and accounts receivable of $8,333 and $8,332, respectively, related to First DP Ventures, LP.
During the years ended July 31, 2023 and 2022, the cost of revenue of $94,629 and $38,214, respectively, was for the payroll expenses related to Chris Barakat, a member of the Company’s board of directors, who performed the consulting agreement services.
During the years ended year ended July 31, 2023 and 2022, the Company’s CEO and Chairman, T. Benjamin Jennings financed $13,553 and $32,338 for operation expenses, respectively. As of July 31, 2023, and 2022, the Company was obliged for an unsecured, none-interest bearing demand loan with a balance of $47,499 and $33,946, respectively also owed to our CEO and Chairman, T. Benjamin Jennings, CFO, Doug Baker and board member Stan Wilson.
During the year ended July 31, 2022, the Company recognized and paid $35,000 salary to a Chris Barakat, a member of the board of directors for services rendered to the Company. As at July 31, 2022, the Company recognized prepaid wages of $1,098 for overpayment of salary.
The Company does not own or lease property or lease office space. The office space used by the Company is arranged by the Company’s founder, T. Benjamin Jennings, who is also the CEO and President of the Company, to use at no charge.
During the years ended July 31, 2023 and 2022, the Company recognized $3,990 and $1,542 interest on related party loans and imputed in additional paid-in-capital, respectively to our CEO and Chairman, T. Benjamin Jennings.
During the years ended July 31, 2023 and 2022, the Company recognized and paid $86,000 and $35,000 of salary to a member of the board of directors for services rendered to the Company. As at July 31, 2023 and 2022, the Company recognized prepaid wages of $0 and $1,098 for over payment of salary, respectively.
On December 6, 2022, the Company entered into a share surrender agreement with Douglas Baker and Curtis Summers whereby each voluntarily surrendered 1,670,000 and 4,330,000 shares of Company common stock, respectively, to the Company to be held as treasury shares pursuant to NRS 78.283. The Shares were surrendered on December 15, 2022. The shares of common stock were originally issued as founders shares on May 21, 2014, at par value and therefore upon surrender there was no gain or loss.
On June 30, 2023, the Company issued 2,000,000 shares of restricted common stock to two directors (Chris Barakat and Stanley F. Wilson, 1,000,000 shares each) for a price per share of $0.001 ($1,000) each.
We believe these arrangements are advantageous to us and are on terms no less favorable to us than could have been obtained from unaffiliated third parties.
Review and Approval of Related Party Transactions
We have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), director(s) and significant stockholders, provided that it is our policy that any and all such transactions are presented and approved by the board of directors. All of the transactions described above were approved and ratified by our directors. In connection with the approval of the transactions described above, our directors took into account various factors, including their fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.
| 34 |
| Table of Contents |
In addition, our Code of Ethics (described above under “Item 10. Directors, Executive Officers and Corporate Governance” - “Code of Ethics”), which is applicable to all of our employees, officers and directors, requires that all employees, officers and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests.
Director Independence
We currently have five directors, consisting of T. Benjamin Jennings, Stanley F. Wilson, Curtis Summers, Douglas G. Baker and Christopher Barakat. We have determined that we do not have an independent director, as that term is used in Item 407 of Regulation S-K.
Currently our audit committee consists of our entire Board of Directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our independent public accounting firm is M&K CPAS, PLLC, Houston, Texas, PCAOB Auditor ID 2738.
The aggregate fees billed for the most recently completed fiscal year ended July 31, 2023 and for fiscal year ended July 31, 2022 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
|
| Year Ended July 31, |
|
| Year Ended July 31, |
| ||
Fee Category |
| 2023 |
|
| 2022 |
| ||
Audit Fees (1) |
| $ | 22,500 |
|
| $ | 18,250 |
|
Audit Related Fees (2) |
|
| - |
|
|
| - |
|
Tax Fees (3) |
|
| - |
|
|
| - |
|
All Other Fees (4) |
|
| - |
|
|
| - |
|
Total Fees |
| $ | 22,500 |
|
| $ | 18,250 |
|
(1) | Audit fees include professional services rendered for (1) the audit of our annual financial statements for the fiscal years ended July 31, 2023 and 2022 and (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q for such years. |
|
|
(2) | Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit fees.” |
|
|
(3) | Tax fees include professional services relating to preparation of the annual tax return. |
|
|
(4) | Other fees include professional services for review of various filings and issuance of consents. |
Our Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board either before or after the respective services were rendered.
Our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
| 35 |
| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) | Financial Statements | |
|
|
|
| (1) | The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Audited Financial Statements” on page F-1 and included on pages F-2 through F-9. |
|
|
|
| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
|
|
|
(b) | Exhibits | |
Exhibit Number |
| Description |
(3) |
| Articles of Incorporation and Bylaws |
| ||
| ||
(4) |
| Instruments defining the rights of security holders, including indentures. |
| ||
(10) | Material Agreements | |
(14) |
| Code of Ethics |
| ||
| ||
(21) | Subsidiaries | |
(31) |
| Rule 13a-14 (d)/15d-14d) Certifications |
| Section 302 Certification by the Principal Executive Officer | |
| Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer | |
(32) |
| Section 1350 Certifications |
| Section 906 Certification by the Principal Executive Officer | |
| Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer | |
101 |
| Interactive Data File |
101.* |
| Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. |
104.* |
| Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. |
____________
* Filed herewith.
** Furnished herewith
+ Indicates management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
| 36 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| PANAMERA HOLDINGS CORPORATION | ||
|
|
|
|
Dated: November 16, 2023 | By: | /s/ T. Benjamin Jennings | |
|
| T. Benjamin Jennings |
|
|
| President, Chief Executive Officer and Director (Principal Executive) |
|
Dated: November 16, 2023 | By: | /s/ Douglas G. Baker | |
|
| Douglas G. Baker |
|
|
| Chief Financial Officer, Treasurer, and Director (Principal Financial/Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ T. Benjamin Jennings |
|
| T. Benjamin Jennings |
|
| President, Chief Executive Officer and Director (Principal Executive Officer) |
|
Date: November 16, 2023
By: | /s/ Stanley F. Wilson |
|
| Stanley F. Wilson |
|
| Director |
|
Date: November 16, 2023
By: | /s/ Douglas G. Baker |
|
| Douglas G. Baker |
|
| Chief Financial Officer, Treasurer, and Director (Principal Financial/Accounting Officer) |
|
Date: November 16, 2023
By: | /s/ Christopher N. Barakat |
|
| Christopher N. Barakat |
|
| Director |
|
Date: November 16, 2023
By: | /s/ Curtis Summers |
|
| Curtis Summers |
|
| Director |
|
| 37 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
(Formerly Panamera Healthcare Corporation)
Index to Audited Financial Statements
July 31, 2023 and 2022
Contents |
| Page | |
|
| ||
Reports of Independent Registered Public Accounting Firms (PCAOB ID |
| F-2 | |
|
| ||
Consolidated Balance Sheets |
| F-3 | |
|
| ||
Consolidated Statements of Operations |
| F-4 | |
|
| ||
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |
| F-5 | |
|
| ||
Consolidated Statements of Cash Flows |
| F-6 | |
|
| ||
| F-7 |
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Panamera Holdings Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Panamera Holdings Corporation (the Company) as of July 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
As discussed in Note 2, the Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.
Auditing management’s evaluation of agreements with customers involves significant judgment, given the fact that some agreements require management’s evaluation and allocation of the standalone transaction prices to the performance obligations.
To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.
/s/ |
|
We have served as the Company’s auditor since 2021. |
|
|
November 16, 2023 |
| F-2 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Consolidated Balance Sheets
|
| July 31, |
|
| July 31, |
| ||
|
| 2023 |
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| 2022 |
| ||
Assets |
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Current Assets |
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Cash |
| $ |
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| $ |
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Prepaid expenses |
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Accounts receivable |
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Other receivable -related party |
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Employee advanced |
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Total Current Assets |
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Total Assets |
| $ |
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| $ |
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Liabilities and Stockholders' Equity (Deficit) |
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Current Liabilities |
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Accounts payable |
| $ |
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| $ |
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Payroll liabilities - related party |
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Deferred revenue and customer deposits |
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Due to related party |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders' Equity (Deficit) |
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Preferred stock: |
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Common stock: |
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Additional paid in capital |
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Common stock subscriptions receivable - related parties |
|
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Treasury stock, at cost: |
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Accumulated deficit |
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Total Stockholders' Equity (Deficit) |
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| ( | ) | |
Total Liabilities and Stockholders' Equity (Deficit) |
| $ |
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| $ |
| ||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
| F-3 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Consolidated Statements of Operations
|
| For the |
| |||||
|
| Year Ended |
| |||||
|
| July 31, |
| |||||
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| 2023 |
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| 2022 |
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Revenues -related party |
| $ |
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| $ |
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Cost of revenues -related party |
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Gross profit |
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Operating expenses |
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Professional fees |
| $ |
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| $ |
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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 income (expense) |
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Interest income |
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Interest expense |
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| ( | ) |
Total other expense |
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| ( | ) |
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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 consolidated financial statements are an integral part of these statements.
| F-4 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Consolidated Statements of Change in Stockholders’ Equity ( Deficit)
For the Years Ended July 31, 2023 and 2022
|
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| Additional |
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| Common Stock Subscriptions |
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| Common Stock |
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| Paid in |
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| Receivable - Related |
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| Treasury Stock |
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| Accumulated |
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| Shares |
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| Amount |
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| Amount |
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| Deficit |
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| Total |
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Balance, July 31, 2021 |
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| $ |
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| $ |
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| $ |
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| - |
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| $ |
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| $ | ( | ) | |||||
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Imputed interest on related party loan |
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Net loss |
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Balance, July 31, 2022 |
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| - |
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Issuance common stock for cash |
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| - |
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Imputed interest on related party loan |
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| - |
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| - |
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Share surrender, held as treasury stock |
|
| - |
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| ( | ) |
|
| ( | ) |
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Net loss |
|
| - |
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|
| ( | ) |
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| ( | ) | |||
Balance, July 31, 2023 |
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|
| $ |
|
| $ |
|
| $ | ( | ) |
|
| ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
| F-5 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Consolidated Statements of Cash Flows
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| For the |
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| Year Ended |
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| July 31, |
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| 2023 |
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| 2022 |
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Cash Flows from Operating Activities: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Imputed interest on related party loan |
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Stock - based compensation |
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Changes in operating assets and liabilities: |
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Accounts payable |
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Accounts receivable |
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| ( | ) |
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| ( | ) |
Prepaid expenses |
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| ( | ) | |
Other receivable -related party |
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| ( | ) | |
Deferred revenue and customer deposits |
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| ( | ) |
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Payroll liabilities - related party |
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| ( | ) |
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Employee advanced |
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| ( | ) |
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Net Cash Used in Operating Activities |
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| ( | ) |
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| ( | ) |
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Cash Flows from Financing Activities: |
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Proceeds from related party loans |
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Proceeds from common stock issuance |
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Net Cash Provided by Financing Activities |
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Net change in cash |
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Cash, beginning of period |
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Cash, end of period |
| $ |
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| $ |
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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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| $ |
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Supplemental disclosure of non-cash financing activity |
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Share surrender, held as treasury stock |
| $ |
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| $ |
| ||
Common stock subscription receivable for common stock issued to related parties |
| $ |
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| $ |
| ||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
| F-6 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Notes to the Audited Consolidated Financial Statements
July 31,2023 and 2022
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Panamera Holdings Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014. It is based in Houston, TX. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized shares of common stock from
The Company intended to offer management and consulting services to healthcare organizations but has redirected its efforts to now pursuing business opportunities, including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. To date, the Company’s activities have been limited to its formation and the raising of equity capital and consulting services related to an agreement effective on March 1, 2022, with First DP Ventures, LP dba First Primary Care of Houston, Texas.
On June 2, 2023,
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of July 31, 2023, the Company has suffered recurring losses from operations, has an accumulated deficit of $
The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Consolidated Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
| F-7 |
| Table of Contents |
Basis of Consolidation
The consolidated financial statements include the accounts of Panamera Holdings Corporation and its wholly-owned subsidiaries Panamera Metals Corporation, Panamera Technologies Corporation and Panamera Waste Corporation, collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.
Use of Estimates
The preparation of consolidated 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 consolidated 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.
Accounts Receivable
Accounts receivables are recorded in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 310, “Receivables.” Accounts receivables are recorded at the invoiced amount or agreement and do not bear interest. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidated financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Concentrations of Credit Risk
The Company’s consolidated financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Financial Instruments and Fair Value Measurements
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2023 and 2022. The carrying values of our financial instruments, including cash, accounts payable and accrued liabilities and loans payable from related party approximate their fair values due to the short-term maturities of these financial instruments.
| F-8 |
| Table of Contents |
Recent Accounting Pronouncements
The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| (i) | Identify the contract, or contracts, with a customer; |
| (ii) | Identify the performance obligations in the contract; |
| (iii) | Determine the transaction price; |
| (iv) | Allocate the transaction price to the performance obligations in the contract; |
| (v) | Recognize revenue when the Company satisfies a performance obligation. |
The Company has one annual consulting contract that requires a fixed monthly payment of $
As at July 31, 2023 and 2022, the Company recorded a customer deposit of $
Share-Based Compensation
ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company has adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified non-employee share-based payment awards are measured at the grant date.
| F-9 |
| Table of Contents |
NOTE 3 - RELATED PARTY TRANSACTIONS
| - | During the years ended year ended July 31, 2023 and 2022, related parties financed $
As of July 31, 2023, and 2022, the Company was obliged for an unsecured, none-interest bearing demand loans to three related parties, with balances of $ |
| - | During the years ended July 31, 2023 and 2022, the Company recognized $ |
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|
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| - | During the years ended July 31, 2023 and 2022, the Company recognized and paid $ |
|
|
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| - | During the years ended July 31, 2023 and 2022, the Company paid $ |
|
|
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| - | On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $ |
|
|
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| - | During the year ended July 31, 2023, the Company issued |
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| - | The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder, who is also a director of the Company, to use at no charge. |
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|
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| - | As discussed in Note 5, related parties surrendered common stock to the Company. |
NOTE 4 - PROVISION FOR INCOME TAXES
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the consolidated financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of
|
| July 31, 2023 |
|
| July 31, 2022 |
| ||
Net operating carryforward |
| $ | ( | ) |
| $ | ( | ) |
Effective tax rate |
|
| % |
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| % | ||
Tax benefit of net operating loss carryforward |
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Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Deferred income tax assets |
| $ |
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| $ |
| ||
As of July 31, 2023, the Company had $
| F-10 |
| Table of Contents |
NOTE 5 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized
Common Stock
The Company has authorized
On December 6, 2022, the Company entered into a share surrender agreement with two shareholders, who are also directors of the Company, whereby they voluntarily surrendered
During the year ended July 31, 2023, the Company entered into a common stock purchase agreement with an investor for the issuance of
During the year ended July 31, 2023, the Company issued
As of July 31, 2022, there were
As of July 31, 2023, there were
Treasury stock
The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company at par value. As of July 31, 2023, the Company had
NOTE 6 – CONCENTRATION
Revenue
During the year ended July 31,2022, the Company entered in a consulting agreement in the field of Healthcare for monthly payments of $
Cost of revenue
During the years ended July 31, 2023 and 2022, the cost of revenue of $
NOTE 7– COMMITMENTS AND CONTINGENCIES
The Company had no other commitments or contingencies as of July 31, 2023.
From time to time the Company may become a party to litigation matters involving claims against the Company.
Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's consolidated financial position or results of operations.
NOTE 8 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
| F-11 |
EXHIBIT 21.1
SUBSIDIARIES
Panamera Metals Corporation, a Texas corporation, wholly-owned.
Panamera Technologies Corporation, a Texas corporation, wholly-owned.
Panamera Waste Corporation, a Texas corporation, wholly-owned.
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, T. Benjamin Jennings, certify that:
| 1. | I have reviewed this annual report on Form 10-K 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. | As the certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| 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; |
|
|
|
|
|
| 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; |
|
|
|
|
|
| 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 |
|
|
|
|
|
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | As the certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
| 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. |
| Dated: November 16, 2023 |
|
|
|
|
| /s/ T. Benjamin Jennings |
|
| T. Benjamin Jennings |
|
| President, Chief Executive Officer and Director (Principal Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Douglas G. Baker, certify that:
| 1. | I have reviewed this annual report on Form 10-K 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. | As the certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| 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; |
|
|
|
|
|
| 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; |
|
|
|
|
|
| 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 |
|
|
|
|
|
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | As the certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
| 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. |
| Dated: November 16, 2023 |
|
|
|
|
| /s/ Douglas G. Baker |
|
| Douglas G. Baker |
|
| Chief Financial Officer, Treasurer, Director (Principal Financial/Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Panamera Holdings Corporation., a Nevada corporation (the “Company”), on Form 10-K for the year ended July 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, T. Benjamin Jennings, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that, to my knowledge:
| (1) | 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 result of operations of the Company, at the dates and for the periods indicated. |
Dated: November 16, 2023
| /s/ T. Benjamin Jennings |
|
| T. Benjamin Jennings |
|
| President, Chief Executive Officer and Director (Principal Executive Officer) |
|
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.
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Panamera Holdings Corporation., a Nevada corporation (the “Company”), on Form 10-K for the year ended July 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Douglas G. Baker, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that, to my knowledge:
| (1) | 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 result of operations of the Company, at the dates and for the periods indicated. |
Dated: November 16, 2023
| /s/ Douglas G. Baker |
|
| Douglas G. Baker |
|
| Chief Financial Officer, Treasurer, Director (Principal Financial/Accounting Officer) |
|
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.