Panamera Holdings Corp - Quarter Report: 2017 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, 2017

or

o 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

(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. x YES    o 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). x YES    o NO

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) x YES    o NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES    o NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

17,990,000 common shares issued and outstanding as of March 9, 2017

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PANAMERA HEALTHCARE CORPORATION

January 31, 2017

Index to the Unaudited Interim Financial Statements

PANAMERA HEALTHCARE CORPORATION

Balance Sheets

(Unaudited)

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

PANAMERA HEALTHCARE CORPORATION

Statements of Operations

(Unaudited)

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

PANAMERA HEALTHCARE CORPORATION

Statements of Cash Flows

(Unaudited)

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, 2017

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

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2016, as filed with the SEC on November 14, 2016.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

NOTE 3 - GOING CONCERN

The accompanying unaudited interim 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, 2017, the Company has a loss from operations, an accumulated deficit and has no revenues. 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, 2017.

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 unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - RELATED PARTY TRANSACTIONS

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, 2017, 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, 2017 and 2016, net repayments under the line of credit to the Company were made in the amount of $3,483 and $2,399, respectively. As of January 31, 2017 and July 31, 2016, the Company was obligated to the Company, for this interest bearing loan with a balance of $52,601 and $56,084, with accrued interest balance of $nil and $277, respectively. The Company plans to pay the loan back as cash flows become available. The remaining balance available under the line of credit is $22,399 as of January 31, 2017. For the six months ended January 31, 2017 and 2016, the Company paid $1,631 and $1,457 in interest on this note payable, respectively.

Reclassifications

During the six months ended January 31, 2016, revenues to related parties were recorded as $9,000. The amount during the six months ended January 31, 2016, netting to $5,000 ($9,000 revenues during the six months ended January 31, 2016 minus the $4,000 cash received during the quarter to settle prior year accounts receivable) has been reclassified as contributed capital based on the Company’s evaluation of ASC 605 regarding the nature of the transactions. We have reclassified amounts on the Statement of Operations for the six months and three months ended January 31, 2016 and Statement of Cash Flows for the six months ended January 31, 2016.

Other

The controlling shareholders have pledged their support to fund continuing operations during an early 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

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operations and Cash Requirements

We intend to devote our marketing efforts toward identifying ambulatory surgical centers (ASC) that currently have an incentive to be acquired by hospitals in order to increase compensation levels. 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.

Cash Requirements

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through equity financing arrangements.

The following table provides selected financial data about our company as of the three and six months, ended January 31, 2017.

Results of Operations for the three months ended January 31, 2017 and 2016

During the three months ended January 31, 2017 and 2016, no revenues were recorded.

We had a net loss $7,427 for the three months ended January 31, 2017, and $8,330 for the same period ended January 31, 2016. The decrease in net loss of $903, was primarily due to the decrease in operating expenses. 

Operating expenses for the three months ended January 31, 2017 and 2016 were $6,764 and $7,607, respectively. The operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) and general and administrative expenses. Professional fees for the three months ended January 31, 2017, was $6,381 compared to $4,464 for the same period ended January 31, 2016. General and administration expenses decreased by $2,760, to $383 for the three months ended January 31, 2017, from $3,143 for the three months ended January 31, 2016, the decrease was primarily due to the decrease in management fee of $3,000 as the Company had stopped paying management fees to an officer since the year ended July 31, 2016.

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, 2017 and 2016

During the six months ended January 31, 2017 and 2016, no revenues were recorded.

We had a net loss $16,360 for the six months ended January 31, 2017, and $22,295 for the same period ended January 31, 2016. The decrease in net loss of $5,935 was primarily due to the decrease in operating expenses. 

Operating expenses for the six months ended January 31, 2017 and 2016 were $15,005 and $20,838, respectively. The operating expenses were primarily attributed to professional fees for maintaining reporting status with the SEC and general and administrative expenses. Professional fees for the six months ended January 31, 2017, was $14,326 compared to $14,530 for the same period ended January 31, 2016. General and administration expenses decreased by $5,629, to $679 for the six months ended January 31, 2017, from $6,308 for the six months ended January 31, 2016, the decrease was primarily due to the decrease in management fee of $6,000 as the Company had stopped paying management fees to the Director since the prior year ended July 31, 2016.

Other expenses represent interest paid to a related party on funds advanced to the Company. The interest expense decreased by $102, to $1,355 for the six months ended January 31, 2017, from $1,457 for the six months ended January 31, 2016.

As of January 31, 2017, our current assets were $45,030 and our current liabilities were $63,199 which resulted in working deficiency of $18,169. As of January 31, 2017, our current assets were comprised of $45,030 in cash, compared to $60,084 in cash as of July 31, 2016. As of January 31, 2017, current liabilities were comprised of $10,598 in accounts payable and $52,601 in due to related parties, compared to $5,532 in accounts payable, $277 accrued interest due to related parties and $56,084 in due to related parties as of July 31, 2016.

As of January 31, 2017, our working capital decreased by $16,360 from a deficiency of $1,809 on July 31, 2016, to $18,169 on January 31, 2017, primarily due to decrease in cash at $15,054.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended January 31, 2017, net cash flows used in operating activities was $11,571, consisting of a net loss of $16,360, reduced by an increase in accounts payable of $5,066 and increased by a decrease in accrued interest due to related parties of $277. For the period ended January 31, 2016, net cash flows used in operating activities was $24,345, consisting of a net loss of $22,295, reduced by an increase in accounts payable of $2,950 and increased by a payment made to a related party for $5,000.

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, 2017, and 2016, we used $3,483 and generated $102,601 from financing activities, respectively. For the period ended January 31, 2017, the Company repaid $3,483 in loans to a related party. For the period ended January 31, 2016, we received $73,350 from the sale of common stock, an amount of $5,000 was contributed capital, repayment to related party loan for $2,399 and the release of restricted cash provided $26,650.

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 any 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. Equity financing as envisioned by our Offering will result in additional dilution to existing shareholders.

Liquidity and Capital Resources

From May 20, 2014 (inception) through January 31, 2017, we have relied on funds loaned to us by Kratos Healthcare Inc ("Kratos"), a company controlled by an officer and director, to fund our initial working capital requirements. The current amount due is $52,601 in principal and Kratos has agreed to loan us additional amounts of up to a total of $75,000 (inclusive of cash advances to date). 

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

As of January 31, 2017, we have no employees. Other than our chief financial officer, who we have verbally agreed to pay for management services, our officers and directors are donating their time to the development of our company. As of January 31, 2017, an officer who is also a director and a shareholder was owed $NIL (July 31, 2016 - $NIL) for management fees and during the six months ended January 31, 2017, received cash payments of $NIL (2016 - $11,000) for management fees.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

As of January 31, 2017, our company had a net loss of $16,360 and has earned no 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, 2017. 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, 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.

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.

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 Controls and Procedures

As of January 31, 2017, 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 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, 2017.

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, 2017, 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 Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

_______________

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, thereunto duly authorized.