Annual Statements Open main menu

Panamera Holdings Corp - Quarter Report: 2016 January (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10–Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2016

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 000-55569

PANAMERA HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
     
Nevada
 
46-5707326
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
4180 Orchard Hill Drive, Edmond, OK 73025
(Address of principal executive offices)
 
(405) 413-5735
(Registrant's telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [  ]
 
Accelerated filer [  ]
Non-accelerated filer [  ]
 
Smaller reporting company [X]
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of  March 14, 2016 there were 17,990,000 shares of the issuer's common stock, par value $0.0001, issued and outstanding.

 

PANAMERA HEALTHCARE CORPORATION

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2016
TABLE OF CONTENTS


   
  PAGE
       
   
       
Item 1.
 3
       
Item 2.
 10
       
Item 3.
 14
       
Item 4.
 14
       
   
       
Item 1.
 15
       
Item 1A.
 15
       
Item 2.
 15
       
Item 3.
 15
       
Item 4.
 15
       
Item 5.
 15
       
Item 6.
 16
       
   17
 
 
 
 
PART I – FINANCIAL INFORMATION
 
Item 1.      Financial Statements.
 
PANAMERA HEALTHCARE CORPORATION

January 31, 2016

Index to the Unaudited Interim Financial Statements

Contents
 
Page
 
 
 
 
 4
 
 
 
 
 5
 
 
 
 
 6
 
 
 
 
 7
 
 
 
 
 
 
PANAMERA HEALTHCARE CORPORATION
Balance Sheets
(Unaudited)
 
 
 
January 31,
   
July 31,
 
 
 
2016
   
2015
 
         
ASSETS
       
Current Assets
     
 
Cash and cash equivalents
 
$
85,040
   
$
6,784
 
Restricted cash
   
-
     
26,650
 
Accounts receivable from related parties
   
17,000
     
13,000
 
Total Current Assets
   
102,040
     
46,434
 
 
               
TOTAL ASSETS
 
$
102,040
   
$
46,434
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
Current Liabilities
               
Accounts payable
 
$
4,126
   
$
1,176
 
Due to related parties
   
68,834
     
76,233
 
Total Current Liabilities
   
72,960
     
77,409
 
                 
TOTAL LIABILITIES
   
72,960
     
77,409
 
 
               
Stockholders' Equity (Deficit)
               
Preferred stock: 50,000,000 authorized; $0.0001 par value no shares issued and outstanding
   
-
     
-
 
Common stock: 150,000,000 authorized; $0.0001 par value 17,990,000 and 15,490,000 shares issued and outstanding, respectively
   
1,799
     
1,549
 
Additional paid in capital
   
99,750
     
-
 
Common stock subscriptions payable
   
-
     
26,650
 
Accumulated deficit
   
(72,469
)
   
(59,174
)
Total Stockholders' Equity (Deficit)
   
29,080
     
(30,975
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
$
102,040
   
$
46,434
 
 
 
The accompanying notes to the unaudited financial statements are an integral part of these statements.
 
PANAMERA HEALTHCARE CORPORATION
Statements of Operations
 (Unaudited)
 
   
For the
   
For the
 
   
Three Months Ended
   
Six Months Ended
 
   
January 31,
   
January 31,
 
 
 
2016
   
2015
   
2016
   
2015
 
                 
Revenues from related parties
 
$
4,500
   
$
12,000
   
$
9,000
   
$
24,000
 
Operating Expenses
                               
Professional expenses
   
4,464
     
5,225
     
14,530
     
29,965
 
General and administration expenses
   
3,143
     
13,714
     
6,308
     
26,798
 
   Total operating expenses
   
7,607
     
18,939
     
20,838
     
56,763
 
                                 
Net loss from operations
   
(3,107
)
   
(6,939
)
   
(11,838
)
   
(32,763
)
                                 
Other expense
                               
Interest expense
   
(723
)
   
(605
)
   
(1,457
)
   
(1,023
)
   Total other expense
   
(723
)
   
(605
)
   
(1,457
)
   
(1,023
)
                                 
Net loss before taxes
   
(3,830
)
   
(7,544
)
   
(13,295
)
   
(33,786
)
                                 
Income tax benefit
   
-
     
-
     
-
     
-
 
                                 
Net loss
 
$
(3,830
)
 
$
(7,544
)
 
$
(13,295
)
 
$
(33,786
)
                                 
Basic and diluted net loss per common share
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
                                 
Weighted average number of common shares outstanding, basic and diluted
   
17,990,000
     
15,490,000
     
17,659,899
     
15,490,000
 
 
 
The accompanying notes to the unaudited financial statements are an integral part of these statements.
 
PANAMERA HEALTHCARE CORPORATION
Statements of Cash Flows
(Unaudited)
 
   
For the
 
   
Six Months Ended
 
   
January 31,
 
   
2016
   
2015
 
 
       
 CASH FLOWS FROM OPERATING ACTIVITIES:
       
    Net loss
 
$
(13,295
)
 
$
(33,786
)
                 
 Adjustments to reconcile net loss to net cash used in operating activities:
               
 Changes in operating assets and liabilities:
               
 (Increase) decrease in operating assets:
               
    Accounts receivable from related parties
   
(4,000
)
   
(6,500
)
    Prepaid expenses
   
-
     
(58
)
 Increase (decrease) in operating liabilities:
               
    Accounts payable
   
2,950
     
2,200
 
    Accrued expenses
   
-
     
(1,718
)
    Related party payable
   
(5,000
)
   
26,250
 
Net Cash Used In Operating Activities
   
(19,345
)
   
(13,612
)
                 
 CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Proceeds from related party loans
   
-
     
29,500
 
   Repayments to related party loans
   
(2,399
)
   
-
 
   Release of restricted cash
   
26,650
     
-
 
   Proceeds from common stock issuances
   
73,350
     
149
 
 Net Cash Provided By Financing Activities
   
97,601
     
29,649
 
                 
 Net increase in cash and cash equivalents during the period
   
78,256
     
16,037
 
 Cash and cash equivalents, beginning of period
   
6,784
     
1,986
 
 Cash and cash equivalents, end of period
 
$
85,040
   
$
18,023
 
                 
 Supplemental cash flow information
               
 Cash paid for interest
 
$
1,457
   
$
741
 
 Cash paid for taxes
 
$
-
   
$
-
 
                 
 Supplemental disclosure of non-cash financing activity
               
 Decrease in subscription payable
 
$
26,650
   
$
-
 
                 
 
 
The accompanying notes to the unaudited financial statements are an integral part of these statements.
PANAMERA HEALTHCARE CORPORATION
Notes to the Unaudited Interim Financial Statements
January 31, 2016

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Panamera Healthcare Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014.  It is based in Oklahoma City, OK, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is July 31.

The Company intends to offer management and consulting services to healthcare organizations that are increasingly facing various stresses including financial, organizational, and information technology challenges. To date, the Company’s activities have been limited to its formation and the raising of equity capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2015, as filed with the SEC on October 29, 2015.
 
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
NOTE 3 - GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of January 31, 2016, the Company has an accumulated deficit and has earned minimal revenues from related parties.  The 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, 2016.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 - EQUITY

Preferred Stock

The Company has authorized 50,000,000 preferred shares with a par value of $0.0001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.  No shares of preferred stock have been issued.
 
Common Stock

The Company has authorized 150,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

For the six months ended January 31, 2016, the Company has issued 1,833,750 common shares for cash proceeds of $73,350, pursuant to our initial public offering. During the year ended July 31, 2015, the Company received $26,650 as restricted cash from subscriptions for 666,250 shares of common stock.  During the period ended January 31, 2016 the funds were released and the common shares were issued when the Company sold the minimum amount of common shares under the public offering.

As of January 31, 2016 and July 31, 2015, we had 17,990,000 and 15,490,000 shares of common stock issued and outstanding, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

Accounts Payable
 
During the six months ended January 31, 2016 an officer and director of the company invoiced the Company $6,000 for labor costs in the performance of servicing contracts with a related party company and additional corporate administrative work. For the six months ended January 31, 2016, the Company repaid $11,000 to this related party. As of January 31, 2016, the Company was obligated to this individual for amounts payable of $12,750 and plans to pay the amount as cash flows become available.

Note Payable
 
On July 15, 2014, a corporation controlled by an officer and director committed $75,000 Promissory Note in the form of a line of credit.  Any unpaid balance was due December 31, 2015, and was extended to December 31, 2016, at an annual interest rate of 5% 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.  During the six months ended January 31, 2016, net repayments under the line of credit to the Company were made in the amount of $2,399. As of January 31, 2016 the Company was obligated to the Company, for this interest bearing loan with a balance of $56,084 which includes no accrued interest. The Company plans to pay the loan and interest back as cash flows become available.  The remaining balance available under the line of credit is $18,915 as of January 31, 2016.  For the six months ended January 31, 2016, the Company paid $1,457 in interest on this note payable.
Revenue and Accounts Receivable
 
During the six months ended January 31, 2016, related corporations were responsible for 100% of our revenue and accounts receivable. As of January 31, 2016 and July 31, 2015 accounts receivable from related parties was $17,000 and $13,000, respectively.

Other

The controlling shareholders have pledged their support to fund continuing operations during the development stage; however there is no written commitment to this effect.  The Company is dependent upon the continued support.

The officers and directors of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

The Company does not have employment contracts with its key employees, the controlling shareholders, who are officers and directors of the Company.
 
 
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Annual Report on Form 10-K, as filed on October 29, 2015.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "Panamera," "we," "us," or "our" are to Panamera Healthcare Corporation

Overview

We were incorporated on May 20, 2014, in Nevada. Our business office is located at 4180 Orchard Hill Drive., Edmond, OK 73025.  Our telephone number is (405) 413-5735.

Panamera Healthcare Corporation offers management and consulting services to healthcare organizations. We intend to focus on ambulatory surgical centers (ASCs) that currently have an incentive to be acquired by hospitals in order to increase compensation levels.  We believe the short term strategy of converting to hospital based compensation is not sustainable because fundamental changes in the way healthcare is being provided are being undertaken by both government and private insurance carriers. The demographics of an aging population also mandate such changes to avoid economic disruption, healthcare rationing, or unsustainable taxation.

We intend to reorganize ASCs and consolidate several such centers into larger entities that can immediately take advantage of higher reimbursement rates permitted by the reorganization.  At the same time, we expect to institute the necessary medical records and management systems to make the transition to value based compensation.

The Company had a loss from operations for the six months ended January 31, 2016, of $11,838, and an accumulated deficit of $72.469. The ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and develop profitable operations. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is dependent upon its ability to generate such financing.
The Company is actively seeking financing for its current business operation.  Any capital raised will be through either a private placement of our common stock, the issuance of preferred shares, the designation, preferences and rights of which are not yet determined, one or more convertible debentures, or other form of indebtedness.  If such financing is concluded, it will result in the issuance of shares of the appropriate class of stock from the Company’s authorized capital.
On March 4, 2016 the Company received notice from FINRA that its stock is cleared to trade under the symbol PNHT.

Results of Operations
 
The following table provides selected financial data about our company as of the three and six months, ended January 31, 2016.

Results of Operations for the three months ended January  31, 2016 and 2015

 
For the Three Months Ended
     
 
January 31,
     
Statement of Operations Data:
2016
 
2015
   
Change ($)
 
             
Revenues - related party
 
$
4,500
   
$
12,000
     
(7,500
)
Total operating expenses
   
7,607
     
18,939
     
(11,332
)
Other expenses
   
723
     
605
     
118
 
Net loss
 
$
(3,830
)
 
$
(7,544
)
   
3,714
 

During the three months ended January 31, 2016, we recognized revenue from one of our contracts, which represents a flat fee of $1,500 per month.  Historically we had two contracts, one of which ended on January 31, 2015.  The contract that ended represented revenues of $2,500 monthly, thus for the three months ended January 31, 2015, we had revenues of $12,000.

Net loss was $3,830 for the three months ended January 31, 2016, and $7,544 for the same period ended January 31, 2015. The decrease in operating expenses was the primary contributing factor for the reduced loss during the period ended 2016. 

Operating expenses for the three months ended January 31, 2016 and 2015 were $7,607 and $18,939, respectively. The operating expenses were primarily attributed to professional fees, consulting fees, and other general overhead. Professional fees for the three months ended January 31, 2016, was $4,464 compared to $5,225 for the same period ended January 31, 2015.  General and administration fees was decreased by $10,571, to $3,143 for the three months ended January 31, 2016, from $13,714 for the three months ended January 31, 2015,  primarily from an officer who charged for services totaling $3,000 for the period ended January 31, 2016 as compared to $13,500 for the period ended January 31, 2015.  

Other expenses represent interest paid to a related party on funds advanced to the Company.

Results of Operations for the six months ended January  31, 2016 and 2015

 
For the Six Months Ended
   
 
January 31,
   
Statement of Operations Data:
2016
 
2015
 
Change ($)
 
 
     
Revenues – related party
 
$
9,000
   
$
24,000
     
(15,000
)
Total operating expenses
   
20,838
     
56,763
     
(35,925
)
Other expenses
   
1,457
     
1,023
     
434
 
Net loss
 
$
13,295
   
$
33,786
     
(20,491
)
 
During the six months ended January 31, 2016, we recognized revenue from one of our contracts, which represents a flat fee of $1,500 per month.  Historically we had two contracts, one of which ended on January 31, 2015.  The contract that ended represented revenues of $2,500 monthly, thus for the three months ended January 31, 2015, we had revenues of $24,000.

Net loss was $13,295 for the six months ended January 31, 2016, and $33,786 for the same period ended January 31, 2015. The decrease in operating expenses was the primary contributing factor for the reduced loss during the period ended 2016. 
 
Operating expenses for the six months ended January 31, 2016 and 2015 were $20,838 and $56,763, respectively. The operating expenses were primarily attributed to professional fees, consulting fees, and other general overhead. Professional fees for the six months ended January 31, 2016 were $14,530, compared to $29,965 for the same period ended January 31, 2015, primarily attributed to a one-time consulting fee of $20,000 paid during 2014, and reduced by increased accounting and audit costs related to the Company’s SEC filings during 2016. General and administration fees was decreased by $20,490, to $6,308 for the six months ended January 31, 2016, from $26,798 for the six months ended January 31, 2015,  primarily from an officer who charged for services totaling $6,000 for the period ended January 31, 2016, as compared to $26,250 for the period ended January 31, 2015.  

Other expenses represent interest paid to a related party on funds advanced to the Company.
 
Balance Sheet Data:
 
January 31, 2016
   
July 31, 2015
   
Change ($)
 
             
Cash
 
$
85,040
   
$
6,784
     
78,256
 
Restricted cash
 
$
-
   
$
26,650
     
(26,650
)
Working capital (deficiency)
 
$
29,080
   
$
(30,975
)
   
60,055
 
Total assets
 
$
102,040
   
$
46,434
     
55,606
 
Total liabilities
 
$
72,960
   
$
77,409
     
(4,449
)
Total stockholders' equity (deficit)
 
$
29,080
   
$
(30,975
)
   
60,055
 
 
As of January 31, 2016, our current assets were $102,040 and our current liabilities were $72,960 which resulted in working capital of $29,080; our current assets were comprised of $85,040 in cash, and $17,000 in accounts receivable, compared to $6,784 in cash, $26,650 in restricted cash, and $13,000 in accounts receivable as of July 31, 2015. As of January 31, 2016, current liabilities were comprised of $4,126 in accounts payable and $68,834 in due to related parties, compared to $1,176 in accounts payable and $76,233 in due to related parties as of July 31, 2015.

As of January 31, 2015, our working capital increased $60,055 from a deficiency of $30,975 on July 31, 2015, to $29,080 on January 31, 2016, primarily due to the increase of cash from the closing of our recent public offering.  We sold 2,500,000 shares of common stock (100% of the offering), for net proceeds of $100,000, $26,650 of which was received during the year ended July 31, 2015.
 
For the Six Months Ended
 
 
January 31,
 
Cash Flow Data:
2016
 
2015
 
         
Cash Flows used in Operating Activities
 
$
(19,345
)
 
$
(13,612
)
Cash Flows provided by Financing Activities
 
$
97,601
   
$
29,649
 
Net Increase in Cash During Period
 
$
78,256
   
$
16,037
 

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended January 31, 2016, net cash flows used in operating activities was $19,345, consisting of a net loss of $13,295 and was reduced by an increase in accounts payable of $2,950 and increased by an increase in accounts receivable of $4,000, a payment made to a related party for $5,000.  For the period ended January 31, 2015, net cash flows used in operating activities was $13,612, consisting of a net loss of $33,786 and was increased by an increase in accounts receivable of $6,500, increase in prepaid expenses of $58 and decrease in accrued expenses of $1,718 and was reduced by an increase in accounts payable of $2,200 and related party payable of $26,250.

Cash Flows from Financing Activities

We have financed our operations from the issuance of equity and loans from related parties. For the six months ended January 31, 2016 and 2015, we generated $99,919 and $29,649 from financing activities, respectively.  During the year ended on July 31, 2015, we received $26,650 from our initial public offering, from the subscription for 666,250 shares of common stock, which was restricted as of July 31, 2015.  As of January 31, 2016, the restriction on the cash was released when we sold an additional 1,833,750 shares of common stock, for proceeds of $73,350, and closed our offering having sold the maximum of 2,500,000 shares of common stock for net proceeds of $100,000.  For the period ended January 31, 2016, the Company repaid $2,399 in loans to a related party and during January 31, 2015, the Company received net loans from a related party of $29,500. 

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We are a development stage corporation and have not generated sufficient revenues from operations to fully implement our business plan.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations.  We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations

Liquidity and Capital Resources

On October 15, 2015, the Company closed its Offering of 2,500,000 shares sold at $0.04 per share under the Prospectus, raising a total of $100,000. We believe that our status as a fully reporting company will facilitate attracting additional equity investments and plan to conduct a private placement of our common stock, a convertible debenture, or issuance of preferred shares.
Our officers have agreed to advance funds if needed, but the agreement is verbal and is unenforceable as a matter of law.

As of January 31, 2016, we have no employees other than our officers and directors. As of January 31, 2016, an officer, who is also a director and a shareholder, was owed $12,750 for management fees.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this item.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of January 31, 2016, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of January 31, 2016.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended January 31, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION
Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosure.

Not applicable.

Item 5.  Other Information.

None.
 
Item 6.  Exhibits.

The following exhibits are included as part of this report:
Exhibit Number
 
 
Exhibit Description
 
31.1*
   
31.2*
   
32.1**
   
101.INS*
 
XBRL Instance Document.
 
101.SCH*
 
XBRL Taxonomy Extension Schema Document.
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document.
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 

*   Filed herewith.
** Furnished herewith and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
PANAMERA HEALTHCARE CORPORATION
 
 
(Registrant)
 
 Dated March 15, 2016
   
     
 
/s/ Curtis Summers
 
 
Curtis Summers
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17