FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Panamera Healthcare Corporation, unless otherwise indicated.
We were incorporated under the laws of the State of Nevada on May 20, 2014. We intend to offer 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 offer 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.
Our address is 4180 Orchard Hill Drive, Edmond, OK 73025. Our telephone number is (405) 413-5735. Our corporate website is www.panamerahealth.com.
We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
The following summary of our results of operations should be read in conjunction with our financial statements for the six months ended January 31, 2020, which are included herein.
Our operating results for the three and six months ended January 31, 2020 and 2019 and the changes between those periods for the respective items are summarized as follows
Results of Operations for the three months ended January 31, 2020 and 2019
| | | | | | |
| | January 31, | | | | |
| | | | | | | | | |
Operating expenses | | $ | 4,635 | | | $ | 5,728 | | | $ | (1,093 | ) |
Interest expense | | $ | 1,197 | | | $ | 840 | | | $ | 357 | |
Net loss | | $ | 5,832 | | | $ | 6,568 | | | $ | (736 | |
During the three months ended January 31, 2020 and 2019, no revenues were recorded.
We had a net loss of $5,832 for the three months ended January 31, 2020, and $6,568 for the three months ended January 31, 2019. The decrease in net loss of $736, was due to a decrease in operating expenses of $1,093 and an increase in interest expenses of $357.
Operating expenses for the three months ended January 31, 2020 and 2019 were $4,635 and $5,728, respectively. The operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) and general and administrative expenses.
Interest expenses for the three months ended January 31, 2020 and 2019, represent interest expense to a related party on funds advanced to the Company.
Results of Operations for the six months ended January 31, 2020 and 2019
| | Six Months Ended | | | | |
| | January 31, | | | | |
| | | | | | | | | |
Operating expenses | | $ | 16,166 | | | $ | 17,039 | | | $ | (873 | ) |
Interest expense | | $ | 2,294 | | | $ | 1,584 | | | $ | 710 | |
Net loss | | $ | 18,460 | | | $ | 18,623 | | | $ | (163 | |
During the six months ended January 31, 2020 and 2019, no revenues were recorded.
We had a net loss of $18,460 for the six months ended January 31, 2020, and $18,623 for the six months ended January 31, 2019. The decrease in net loss of $163, was due to a decrease in operating expenses of $873 and an increase in interest expenses of $710.
Operating expenses for the six months ended January 31, 2020 and 2019 were $16,166 and $17,039, respectively. The operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) and general and administrative expenses.
Interest expenses for the six months ended January 31, 2020 and 2019, represent interest expense to a related party on funds advanced to the Company.
Balance Sheet Data:
| | January 31, 2020 | | | | |
Cash | | $ | 4,155 | | | $ | 671 | |
Working capital deficiency | | $ | (108,431) | | | $ | (89,971) | |
Total assets | | $ | 4,155 | | | $ | 671 | |
Total liabilities | | $ | 112,586 | | | $ | 90,642 | |
Total stockholders' deficit | | $ | (108,431 | ) | | $ | (89,971 | ) |
As of January 31, 2020, our current assets were $4,155, and our current liabilities were $112,586 which resulted in working capital deficiency of $108,431. As of January 31, 2020, current assets were comprised of $4,155 in cash, compared to $671 in cash as of July 31, 2019. As of January 31, 2020, current liabilities were comprised of $5,653 in accounts payable and accrued liabilities and $106,933 in due to related party and accrued interest, compared to $4,303 in accounts payable and accrued liabilities and $86,339 due to related party and accrued interest as of July 31, 2019.
As of January 31, 2020, our working capital deficiency increased by $18,460 from $89,971 on July 31, 2019, to $108,431 on January 31, 2020, primarily due to an increase in current liabilities of $21,944 and offset by an increase in current assets of $3,484.
Cash Flow Data:
| | Six Months Ended | | | | |
| | January 31, | | | | |
| | | | | | | | | |
Cash Flows used in Operating Activities | | $ | (14,816 | ) | | $ | (16,438 | ) | | $ | 1,622 | |
Cash Flows used in Investing Activities | | $ | — | | | $ | — | | | $ | — | |
Cash Flows provided by Financing Activities | | $ | 18,300 | | | $ | 13,500 | | | $ | 4,800 | |
Net Change in Cash | | $ | 3,484 | | | $ | (2,938 | ) | | $ | 6,422 | |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six months ended January 31, 2020, net cash flows used in operating activities was $14,816, consisting of a net loss of $18,460, reduced by an increase in operating liabilities of $3,644. For the six months ended January 31, 2019, net cash flows used in operating activities was $16,438, consisting of a net loss of $18,623, reduced by an increase in operating liabilities of $2,185.
Cash Flows from Financing Activities
We financed our operations from related party loans. For the six months ended January 31, 2020, and 2019, we received $18,300 and $13,500 advances from related party loans, respectively.
Going Concern
As of January 31, 2020, our company had a net loss of $18,460 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, 2020. 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.
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 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:
(1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls.
A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.
We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended January 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.