PHCI Panamera Holdings Corporation (PK)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 Holdings Corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on May 20, 2014. Effective October 21,2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized common stock from 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001per share. Prior management intended to offer management and consulting services to healthcare organizations, but current management have redirected our efforts now to pursuing business opportunities including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration.

We have since changed our focus to looking for other business opportunities to implement and/or operating companies with which to engage in a business combination as described above. As we pursue those other business opportunities, we have commenced business operations by engaging to act as a consultant to a healthcare organization through the services of an employee pursuant to a consulting agreement with First DP Ventures, LP dba First Primary Care of Houston, Texas as referenced in the 8-K filed May 24, 2022.

Our address is 1218 Webster Street, Houston, Texas. Our telephone number is (713) 289-6200.

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.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of January 31, 2023. The full extent of the future impacts of COVID-19 on the Company’s plan of operations is uncertain. A prolonged outbreak could have a material adverse impact on the Company’s ability to identify and implement new business opportunities and/or consummate an acceptable merger or acquisition transaction.

Plan of Operations and Cash Requirements

We are no longer attempting to implement our original business plan. We now intend to look for other business opportunities to implement and/or operating companies with which to engage in a business combination including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. Our focus will be on achieving long-term growth potential.

As we pursue those other business opportunities, we have commenced business operations by engaging to act as a consultant to a healthcare organization, First DP Ventures, LP dba First Primary Care of Houston, Texas, through the services of an employee.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. While the Company has limited assets and minimal operating revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities and/or combinations in in any type of business, industry or geographical location. In its efforts, the Company will consider the following kinds of factors:

In applying the foregoing criteria, not one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing the implementation of any opportunities and/or business combinations.

Results of Operations

 The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended January 31, 2023, which are included herein.

Our operating results for the three months ended January 31,2023 and 2022 and the changes between those periods for the respective items are summarized as follows.

Results of Operations for the three months ended January 31,2023 and 2022

During the three months ended January 31, 2023, and 2022, we generated $25,000 and $0 revenues, respectively. The revenues are related to consulting services rendered to one customer and $16,667 has been paid and January 2023 fees of $8,333 has been paid on February 1, 2023.

We had a net loss of $12,396 for the three months ended January 31, 2023, and $6,626 for the three months ended January 31, 2022. The increase in net loss of $5,770, was due to an increase in gross loss of $970, operating expenses of $4,224 and interest expenses of $576.

Cost of revenues for the three months ended January 31,2023 and 2022, were $25,970 and $0, respectively. The cost of revenues was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting agreement ‘s services.

Operating expenses for the three months ended January 31, 2023 and 2022 were $10,461and $6,237, respectively. For the three months ended January 31, 2023, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $8,167 and general and administrative expenses of $2,294. For the three months ended January 31,2022, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $5,305 and general and administrative expenses of $932.

Interest expenses for the three months ended January 31, 2023, and 2022, represent interest expense of $965 and $389 to a related party on funds advanced to the Company, respectively.

 Results of Operations for the six months ended January 31,2023 and 2022

During the six months ended January 31, 2023, and 2022, we generated $50,001 and $0 revenues, respectively. The revenues are related to consulting services rendered to one customer and $41,668 has been paid and January 2023 fees of $8,333 has been paid on February 1, 2023.

We had a net loss of $16,617 for the six months ended January 31, 2023, and $9,133 for the six months ended January 31, 2022. The increase in net loss of $7,484, was due to an increase in gross profit of $1,137, offset by an increase in operating expenses of $7,279 and interest expenses of $1,342.

Cost of revenues for the six months ended January 31,2023 and 2022, were $48,864 and $0, respectively. The cost of revenues was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting agreement ‘s services.

Operating expenses for the six months ended January 31,2023 and 2022 were $15,956 and $8,677, respectively. For the six months ended January 31, 2023, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $13,219 and general and administrative expenses of $2,737. For the six months ended January 31,2022, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $5,333 and general and administrative expenses of $3,344.

Interest expenses for the six months ended January 31, 2023, and 2022, represent interest expense of $1,798 and $456 to a related party on funds advanced to the Company, respectively.

As of January 31, 2023, our current assets were $12,008, and our current liabilities were $74,441 which resulted in working capital deficiency of $62,433. As of January 31, 2023, current assets were comprised of $3,675 in cash and $8,333 in accounts receivable, compared to $3,087 in cash, $55 in prepaid expenses, $8,332 in accounts receivable and $1,098 in other receivable-related party as of July 31, 2022. As of January 31, 2023, current liabilities were comprised of $22,395 in accounts payable, $43,946 in due to related party and $8,100 in payroll liabilities -related party, compared to $17,034 in accounts payable, $33,946 in due to related party, $7,706 in payroll liabilities -related party and $1,500 in customer deposit as of July 31, 2022.

 As of January 31, 2023, our working capital deficiency increased by $14,819 from $47,614 on July 31, 2022, to $62,433 on January 31, 2023, primarily due to an increase in current liabilities of $14,255 and a decrease in current assets of $564.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended January 31, 2023, net cash flows used in operating activities was $9,412, consisting of a net loss of $16,617, reduced by imputed interest on related party loan of $1,798, reduced by an increase in accounts payable of $5,361 and by a decrease in prepaid expenses of $55, other receivable -related party of $1,098, payroll liabilities -related party of $394 offset by an increase in  accounts receivable of $1and a decrease in customer deposit of $1,500.

For the six months ended January 31, 2022, net cash flows used in operating activities was $7,224, consisting of a net loss of $9,133, reduced by imputed interest on related party loan of $276 and reduced by an increase in accounts payable of $1,633.

Cash Flows from Financing Activities

We have financed our operations loans from a related party. For the six months ended January 31, 2023, and 2022, we received $10,000 and $7,228 from advances to pay certain operation expenses from related party loans, respectively.

Going Concern

As of January 31, 2023, our company had a net loss of $16,617 and has earned $50,001 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, 2023. 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.

Revenue Recognition

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

Revenue related to contracts with customers is evaluated utilizing the following steps:

When the Company enters into a contract, the Company analyses the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as one single event, the sign-off by both parties that production is completed, and the product (film) is ready for distribution. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.

The company recognizes the monthly revenue at the beginning of the month and any cash payments received in advanced are recorded as deferred revenue until all obligations have been met as specified in the related customer contract. 

During the year ended July 31, 2022, the Company entered in a consulting agreement in the field of Healthcare for monthly $8,333 with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors pursuant to an Employment Contract. As of January 31, 2023, all revenue of $50,001 and accounts receivable of $8,333 were diverted from one customer.

Cost of revenue

During the six months ended January 31, 2023, the cost of revenue of $48,864 was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting agreement ‘s services.

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.