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

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).

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

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PART I – FINANCIAL INFORMATION

 

Item 1.      Financial Statements.

PANAMERA HEALTHCARE CORPORATION

January 31, 2016

Index to the Unaudited Interim Financial Statements

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The accompanying notes to the unaudited financial statements are an integral part of these statements.

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.

 

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.

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

 

Note Payable

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Revenue and Accounts Receivable

 

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

 

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. 

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

	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	)

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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.

 

 

Cash Flows from Operating Activities

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.

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Item 6.  Exhibits.

The following exhibits are included as part of this report:

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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.