UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for
the quarterly period ended December 31,
2019
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: 000-55348
Palayan Resources,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
83-4575865
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
9300 Conroy Windermere Rd. #3250
|
|
|
|
Windermere, FL
|
|
34786
|
|
(Address of principal executive offices)
|
|
(Zip
code)
|
(407)
536-9422
(Registrant’s telephone number, including area code)
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 [ ] No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or such shorter period that the
registrant was required to submit 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.
|
Large accelerated
filer
|
[ ]
|
Accelerated filer
|
[ ]
|
|
Non-accelerated
filer
|
[X]
|
Smaller Reporting
Company
|
[X]
|
|
Emerging Growth
Company
|
[ ]
|
|
|
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended
transition period for complying with new or revised financial
accounting standards provided pursuant to Section 13(a) 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 [
] No
The
number of shares of the Registrant’s common stock, par value $.001
per share, outstanding as of February 18, 2020 was 30,000,000.
|
Title of Class
|
Trading Symbol(s)
|
Name of Exchange on which registered
|
|
Common
Stock
|
PLYN
|
OTCMarkets
|
1
Item
1. Financial Statements
Palayan Resources Inc.
December 31, 2019
(unaudited)
|
|
|
Index
|
|
Condensed Balance Sheets (unaudited)
|
|
3
|
|
Condensed Statements of Operations
(unaudited)
|
|
4
|
|
Condensed Statements of Stockholders’ Deficit
(unaudited)
|
|
5
|
|
Condensed Statements of Cash Flows
(unaudited)
|
|
6
|
2
Palayan Resources Inc.
Condensed Balance Sheets
(Expressed in U.S. dollars)
|
|
December 31,
|
|
March 31,
|
|
2019
|
2019
|
|
$
|
$
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
|
Current Assets
|
|
|
|
|
Cash
|
1,054
|
|
2,111
|
|
Total Assets
|
1,054
|
|
2,111
|
|
LIABILITIES AND
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
Accounts payable and
accrued liabilities
|
10,922
|
|
6,184
|
|
Loan payable
|
5,000
|
|
-
|
|
Due to related
parties
|
182,080
|
|
144,175
|
|
Convertible
promissory notes, related party, net
|
931
|
|
-
|
|
Total Liabilities
|
198,933
|
|
150,359
|
|
|
|
|
|
|
Stockholders’
Deficit
|
|
|
|
|
Common stock
|
|
|
|
|
Authorized:
75,000,000 common shares, with par value $0.001
|
|
|
|
|
Issued and
outstanding: 30,000,000 common shares
|
30,000
|
|
30,000
|
|
Additional paid in
capital
|
3,043
|
|
-
|
|
Accumulated
deficit
|
(230,922)
|
|
(178,248)
|
|
Total Stockholders’
Deficit
|
(197,879)
|
|
(148,248)
|
|
Total Liabilities and
Stockholders’ Deficit
|
1,054
|
|
2,111
|
(The
accompanying notes are an integral part of these condensed
financial statements)
3
Palayan Resources Inc.
Condensed Statements of Operations
(Expressed in U.S. dollars)
(unaudited)
|
|
|
For
the
|
For
the
|
For
the
|
For
the
|
|
three months
|
three months
|
nine months
|
nine months
|
|
ended
|
ended
|
ended
|
ended
|
|
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|
2019
|
2018
|
2019
|
2018
|
|
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting, related
party
|
|
12,000
|
-
|
32,500
|
-
|
|
General and
administrative
|
|
1,743
|
1,177
|
4,148
|
14,166
|
|
Professional fees
|
|
3,500
|
3,500
|
14,750
|
13,993
|
|
Total Operating
Expenses
|
|
17,243
|
4,677
|
51,398
|
28,159
|
|
|
|
|
|
|
|
|
Net Loss Before Other
Expense
|
|
(17,243)
|
(4,677)
|
(51,398)
|
(28,159)
|
|
|
|
|
|
|
|
|
Other Expense
|
|
|
|
|
|
|
Interest expense
|
|
(1,086)
|
-
|
(1,276)
|
-
|
|
Net Loss
|
|
(18,329)
|
(4,677)
|
(52,674)
|
(28,159)
|
|
Net Loss Per Share
– Basic and Diluted
|
|
(0.00)
|
(0.00)
|
(0.00)
|
(0.00)
|
|
Weighted Average
Shares Outstanding
|
|
30,000,000
|
30,000,000
|
30,000,000
|
30,000,000
|
(The
accompanying notes are an integral part of these condensed
financial statements)
4
Palayan Resources Inc.
Condensed Statement of Stockholders’ Deficit
(Expressed in U.S. dollars)
(unaudited)
|
|
|
|
|
|
Additional
|
|
Accumulated
|
|
|
|
|
Shares
|
|
Par
Value
|
|
Paid In
|
|
Deficit
|
|
Total
|
|
|
#
|
|
$
|
|
Capital
|
|
$
|
|
$
|
|
Balance at March 31,
2019
|
30,000,000
|
|
30,000
|
|
-
|
|
(178,248)
|
|
(148,248)
|
|
Net loss for the
period
|
-
|
|
-
|
|
-
|
|
(16,244)
|
|
(16,244)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30,
2019
|
30,000,000
|
|
30,000
|
|
-
|
|
(194,492)
|
|
(164,492)
|
|
Net loss for the
period
|
-
|
|
-
|
|
-
|
|
(18,101)
|
|
(18,101)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September
30, 2019
|
30,000,000
|
|
30,000
|
|
-
|
|
(212,593)
|
|
(182,593)
|
|
Beneficial Conversion
Feature
|
-
|
|
-
|
|
3,043
|
|
-
|
|
3,043
|
|
Net loss for the
period
|
-
|
|
-
|
|
-
|
|
(18,329)
|
|
(18,329)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
December 31, 2019
|
30,000,000
|
|
30,000
|
|
3,043
|
|
(230,922)
|
|
(197,879)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
Accumulated
|
|
|
|
|
Shares
|
|
Par
Value
|
|
Paid In
|
|
Deficit
|
|
Total
|
|
|
#
|
|
$
|
|
Capital
|
|
$
|
|
$
|
|
Balance at March 31,
2018
|
30,000,000
|
|
30,000
|
|
-
|
|
(146,582)
|
|
116,582
|
|
Net loss for the
period
|
-
|
|
-
|
|
-
|
|
(17,808)
|
|
(17,808)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30,
2018
|
30,000,000
|
|
30,000
|
|
-
|
|
(164,390)
|
|
(134,390)
|
|
Net loss for the
period
|
-
|
|
-
|
|
-
|
|
(5,674)
|
|
(5,674)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September
30, 2018
|
30,000,000
|
|
30,000
|
|
-
|
|
(170,064)
|
|
(140,064)
|
|
Net loss for the
period
|
-
|
|
-
|
|
-
|
|
(4,677)
|
|
(4,677)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
December 31, 2018
|
30,000,000
|
|
30,000
|
|
-
|
|
(174,741)
|
|
(144,741)
|
(The
accompanying notes are an integral part of these condensed
financial statements)
5
Palayan Resources Inc.
Condensed Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
|
|
For
the
|
|
For
the
|
|
|
Nine
months
|
|
Nine
months
|
|
|
ended
|
|
ended
|
|
|
December
31,
|
|
December
31,
|
|
|
2019
|
|
2018
|
|
|
$
|
|
$
|
|
Net
Cash Provided by Operating Activities
|
|
|
|
|
Net
loss
|
(52,674)
|
|
(28,159)
|
|
Adjustments to Reconcile Net Loss to Net Cash from Operating
Activities
|
|
|
|
|
Debt
discount on convertible notes payable
|
935
|
|
-
|
|
Company
expenses paid by officers
|
10,364
|
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
Accounts payable and accrued liabilities
|
4,738
|
|
1,177
|
|
Due to
related parties
|
27,655
|
|
-
|
|
Net
Cash Used in Operating Activities
|
(8,982)
|
|
(26,982)
|
|
Net
Cash From Financing Activities
|
|
|
|
|
Proceeds from loan payable
|
5,000
|
|
-
|
|
Proceeds from convertible notes payable related party loan
|
2,925
|
|
27,175
|
|
Net
Cash Provided By Financing Activities
|
7,925
|
|
27,175
|
|
Net
change in cash
|
(1,057)
|
|
193
|
|
Cash
– Beginning of Period
|
2,111
|
|
1,918
|
|
Cash
– End of Period
|
1,054
|
|
2,111
|
|
Supplemental Disclosures
|
|
|
|
|
Interest paid
|
-
|
|
-
|
|
Income
tax paid
|
-
|
|
-
|
|
|
|
|
|
|
Non-cash Investing and Financing Activities
|
|
|
|
|
Debt
discounts on convertible notes payable, related party
|
3,043
|
|
-
|
(The
accompanying notes are an integral part of these condensed
financial statements)
6
Palayan Resources Inc.
Notes
to Financial Statements
December 31, 2019
(unaudited)
1. Nature of Operations and Continuance of
Business
Palayan
Resources Inc. (the “Company”) was incorporated in the State of
Nevada on July 26, 2013 and as a mineral exploration and production
company engaged in the exploration, acquisition, and development of
mineral properties. The Company’s plan of action over the next
twelve months is to raise capital.
Going Concern
These
condensed financial statements have been prepared on a going
concern basis, which implies that the Company will continue to
realize its assets and discharge its liabilities in the normal
course of business. As of December 31, 2019, the Company has
generated no revenues to date, a working capital deficit of
$197,879 and an accumulated deficit of $230,922. The continuation
of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability to raise
equity or debt financing, and the attainment of profitable
operations from the Company's future business. These factors raise
substantial doubt regarding the Company’s ability to continue as a
going concern. These financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern.
The Company’s
plan of action over the next twelve months is to raise capital.
2. Summary of Significant Accounting
Policies
a)Basis
of Presentation
These
condensed financial statements and related notes are presented in
accordance with accounting principles generally accepted in the
United States (“US GAAP”) and are expressed in US dollars. The
Company’s fiscal year-end is March 31.
b)Use
of Estimates
The
preparation of these condensed financial statements in conformity
with generally accepted accounting principles in the United States
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 and the reported amounts of revenues and expenses during
the reporting period. The Company bases its estimates and
assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and
the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company
may differ materially and adversely from the Company’s estimates.
To the extent there are material differences between the estimates
and the actual results, future results of operations will be
affected.
c)Interim
Condensed Financial Statements
These interim
condensed unaudited financial statements have been prepared on the
same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company’s
financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or
for any future period.
d)Basic
and Diluted Net Loss per Share
The Company
computes net income (loss) per share in accordance with ASC 260,
Earnings per Share. ASC 260 requires presentation of both
basic and diluted earnings per share (“EPS”) on the face of the
income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock
method and convertible preferred stock using the if-converted
method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants. Diluted
EPS excludes all dilutive potential shares if their effect is anti
dilutive. As of December 31, and March 31, 2019, the Company had no
potentially dilutive shares.
7
Palayan Resources Inc.
Notes
to Financial Statements
December 31, 2019
(unaudited)
2. Summary of Significant Accounting Policies
(continued)
a)Recent
Accounting Pronouncements
The Company
has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the
Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material
impact on its financial position or results of operations.
3. Mineral Property
The company
defaulted on payments pursuant to the Gold Exploration Management,
Inc. (GEM), “Assignment and Assumption Agreement” signed on May 23,
2019, on August 31, 2019, as of September 1, 2019 the project was
no longer a viable venture for the company to pursue.
4. Related Party Transactions
a)As
at December 31, 2019, the Company owed $154,425 (March 31, 2019 -
$144,175) to the former President and Director of the Company. The
amount owing is unsecured, non-interest bearing, and due on
demand.
b)As
at December 31, 2019, the Company owed $27,655 (March 31, 2019 -
$nil) to the President of the Company. The amount is unsecured,
non-interest bearing, and due on demand. During the three months
ended December 31, 2019, the Company incurred consulting fees of
$12,000 (2018 - $nil) to the President of the Company.
5. Loan Payable
As at
December 31, 2019, the Company had a loan payable of $5,000 to a
non-related party. The loan is secured by a promissory note, bears
interest at 10% and is due on demand. As at December 31, 2019, the
Company owed $316 (March 31, 2019 - $nil) of accrued interest.
6.
Convertible Notes, Related Party
a)On
November 29, 2019, the company issued a Convertible Promissory
Notes due to Irvine America MB Management, LLC, a related party, in
the amount of $2,100. The note has an annual interest rate of
10% and is due on February 26,
2020. The note has a conversion feature wherein the noteholder can
convert the principal and interest of the note for shares of common
stock at $0.001 per share. Due to the fact that the trading price
of the Company’s stock was greater than the stated conversion rate
of this note on the date of issuance, a total discount of $2,100
for the beneficial conversion was recorded against the note and
will be amortized against interest expense through the life of the
note. As of December 31, 2019, interest expense of $747 was
recorded as part of the amortization of the beneficial conversion
feature of this note.
b)On
December 13, 2019, the company issued a Convertible Promissory
Notes due to Irvine America MB Management, LLC, a related party, in
the amount of $939. The note has an annual interest rate of 10% and
is due on March 12, 2020. The note has a conversion feature wherein
the noteholder can convert the principal and interest of the note
for shares of common stock at $0.001 per share. Due to the fact
that the trading price of the Company’s stock was greater than the
stated conversion rate of this note on the date of issuance, a
total discount of $939 for the beneficial conversion was recorded
against the note and will be amortized against interest expense
through the life of the note. As of December 31, 2019, interest
expense of $188 was recorded as part of the amortization of the
beneficial conversion feature of this note.
c)Both
Notes have a Conversion Feature Upon Equity Financing by the
Company, Section 4.(a) of the Note(s), in an amount of not less
than $100,000, that the then outstanding principal amount of these
Note(s) and all accrued but unpaid interest thereon shall, at the
option of Holder, be convertible, at the closing and on the same
terms and conditions of the Equity Financing, into shares of the
Equity Securities at a conversion price equal to the Equity
Security Conversion Price upon surrender to the Company of this
Note at the principal offices of the Company at the closing of the
Equity Financing.
8
Palayan Resources Inc.
Notes
to Financial Statements
December 31, 2019
(unaudited)
7.Subsequent
Events
On February
3, 2020 the company received DTC approval and started trading on
OTCMarkets as a current information Pink Sheet.
9
Item
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This
Management's Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) contains forward-looking
statements that involve known and unknown risks, significant
uncertainties and other factors that may cause our 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 those forward-looking
statements. You can identify forward-looking statements by the use
of the words may, will, should, could, expects, plans, anticipates,
believes, estimates, predicts, intends, potential, proposed, or
continue or the negative of those terms. These statements are only
predictions. In evaluating these statements, you should consider
various factors which may cause our actual results to differ
materially from any forward-looking statements. Although we believe
that the exceptions reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Therefore, actual results may differ
materially and adversely from those expressed in any
forward-looking statements. We undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
Liquidity and Capital Resources
Our
capital commitments for the coming 12 months consist of
administrative expenses, expenses associated with the completion of
our planned exploration program and costs of distribution of the
securities being registered in this report. Including this
exploration work and other costs, we estimate that we will have to
incur the following expenses during the next 12 months:
|
Description
|
Estimated
Completion Date (1)
|
Estimated
Expenses
($)
|
|
Legal and
accounting fees and expenses(2)
|
12
months
|
16,600
|
|
Investor relations
and capital raising
|
12
months
|
Nil
|
|
General and
administrative expenses
|
12
months
|
42,000
|
|
Transfer
Agent
|
12
months
|
3,100
|
|
Total
|
|
61,700
|
(1)Budget Items are listed in order of
priority.
(2)Includes $16,600 for accounting and auditing.
Since
our initial share issuances, our company has been unable to raise
additional cash forcing it to rely in the future upon cash advances
from its directors to meet current and future liabilities over the
next few months. Based on our cash on hand of approximately $1,054
as at December 31, 2019, we will be required to raise additional
funds to execute a plan of operations going forward. We have no
commitment from anyone to contribute funds to the Company. If we
are unable to raise sufficient funds to execute a plan of
operation, we intend to scale back our operations commensurately
with the funds available to us. In that regard, we will prioritize
expenditures to (in order of priority): We intend to raise the
capital that we require through the private placement of our
securities. However, we have not received any financing commitments
and there is no guarantee that we will be successful in so
doing.
We
have no plant or significant equipment to sell, nor are we going to
buy any plant or significant equipment during the next 12 months.
We do not intend to hire any employees at this time.
Limited Operating History; Need for
Additional Capital
There is no
historical financial information about us upon which to base an
evaluation of our performance as an exploration corporation. Our
business is subject to risks inherent in the establishment of a new
business enterprise, including limited capital resources.
We
have no assurance that financing will be available to us on
acceptable terms. If financing is not available on satisfactory
terms, we may be unable to commence, continue, develop or expand
our exploration activities. Even if available, equity financing
could result in additional dilution to existing shareholder.
10
Results of Operations
Revenues
From
our inception on July 26, 2013 (date of inception) to December 31,
2019, we did not generate any revenues.
Expenses
Three months ended
December 31, 2019 and 2018
During the three months ended December 31, 2019, we incurred
operating expenses of $17,243 compared to $4,677 during the three
months ended December 31, 2018. We incurred $3,500 in accounting
fees, $1,743 for business licensing and $12,000 in consulting fees
to our President and Director for services rendered, the Company
incurred $830 in additional transfer agent and filing fees for its
second quarter filing.
Net Loss
During the three months ended December 31, 2019, we incurred a net
loss of $18,329 compared to a net loss of $4,677 for the three
months ended December 31, 2018. In addition to operating expense,
the Company incurred $1,086 of interest expense for a $5,000 loan
payable which is unsecured, bears interest at 10% per annum, and is
due on demand, and on two new Convertible Promissory Notes bearing
interest at 10% per annum. For the three months ended December 31,
2019 and 2018, the Company incurred a loss per share of $nil.
Liquidity and Capital Resources
At
December 31, 2019, the Company had cash and total assets of $1,054
compared with cash and total assets of $2,111 at March 31, 2019.
Overall, there was no material change in cash or total assets
during the period as the Company had minimal transactions and, due
to the lack of sufficient cash funding in the Company, the majority
of operating expenses incurred were unpaid as of December 31,
2019.
At
December 31, 2019, the Company had liabilities of $198,933 compared
to liabilities of $150,359 at March 31, 2019. The increase in
liabilities is due to $154 of accrued interest, a $931 increase in
Notes payable for two new Convertible Promissory Notes, each bears
interest at 10% per annum, and $32,500 for the 9 month total of
Consulting fees increase in amounts due to related parties for
unpaid consulting fees to the President and Director of the
Company.
During the three months ended December 31, 2019, the Company did
not have any equity or capital transactions.
Cash Flows
Cash from
Operating Activities
During the nine months ended December 31, 2019, we used cash of
$8,982 for operating activities compared to $26,982 during the nine
months ended December 31, 2018. The decrease in cash used for
operating activities is primarily due to costs incurred for DTC
eligibility of $9,500 during the three months ended December 31,
2018.
Cash from
Investing Activities
During the nine months ended December 31, 2019 and 2018, we did not
have any investing activities.
Cash from
Financing Activities
During the nine months ended
December 31, 2019, we received $5,000 of funding from a loan
payable which is unsecured, bears interest at 10% per annum, and is
due on demand. During the nine months ended December 31, 2019,
we received $2,925 in cash and $114 of expenses paid in
behalf of the Company from Irvine America MB Management, LLC, a
related party, in the form of two Convertible Promissory Notes, the
first note dated November 29, 2019 for $2,100 and the second note
dated December 13, 2019 was for $825 in cash and $114 in expense
paid, each note bears interest at 10% per annum, and are due
February 26, 2020 and March 13, 2020 respectively. The Notes are
convertible into the common stock of the company During the nine months ended December
31, 2019, the Company received $17,500 from the former President
and Director. The amounts owed to the former President and Director
of the Company is unsecured, non-interest bearing, and due on
demand.
11
Trends
We
are in the pre-exploration stage, have not generated any revenue
and have no prospects of generating any revenue in the foreseeable
future. We are unaware of any known trends, events or uncertainties
that have had, or are reasonably likely to have, a material impact
on our business or income, either in the long term of short term,
other than as described in this section or in “Risk Factors”.
Off-Balance Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in our financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to our stockholders.
Inflation
The
effect of inflation on our revenues and operating results has not
been significant.
Critical Accounting Policies
Set
forth below are certain of our important accounting policies. For a
full explanation of these and other of our important accounting
policies, see Note 2 to Notes to the Financial Statements
below.
Our
financial statements are presented in United States dollars and are
prepared using the accrual method of accounting which conforms to
US GAAP.
Going
Concern
The
Company’s financial statements have been prepared on a going
concern basis, which implies that the Company will continue to
realize its assets and discharge its liabilities in the normal
course of business. The Company has generated no revenues to date,
has a working capital deficit of $197,879, and an accumulated
deficit of $230,922. The continuation of the Company as a going
concern is dependent upon the continued financial support from its
shareholders, the ability to raise equity or debt financing, and
the attainment of profitable operations from the Company's future
business. These factors raise substantial doubt regarding the
Company’s ability to continue as a going concern. These financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
The
Company’s plan of action over the next twelve months is to raise
capital.
Use of Estimates and
Assumptions
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires management to make certain 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 and the reported amounts of revenues and
expenses during the reporting periods presented. We are required to
make judgments and estimates about the effect of matters that are
inherently uncertain. Although, we believe our judgments and
estimates are appropriate, actual future results may be different;
if different assumptions or conditions were to prevail, the results
could be materially different from our reported results.
Long-Lived Assets
Long-Lived assets, such as property and equipment and purchased
intangibles with finite lives (subject to amortization), are
evaluated for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may
not be recoverable in accordance with A 360 “Property, Plant, and
Equipment”. Circumstances which could trigger a review include, but
are not limited to: significant decreases in the market price of
the asset; significant adverse changes in the business climate or
legal factors; accumulation of costs significantly in excess of the
amount originally expected for the acquisition or construction of
the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses
associated with the use of the asset; and current expectation that
the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful life.
Recoverability of assets is measured by a comparison of the
carrying amount of an asset to estimated undiscounted future cash
flows expected to be generated by an asset. If the carrying amount
of an asset exceeds its estimated future cash flows, an impairment
charge is recognized as the amount by which the carrying amount
exceeds the estimated fair value of the asset. The estimated fair
value is determined using a discounted cash flow analysis. Any
impairment in value is recognized as an expense in the period when
the impairment occurs.
12
Recent Accounting
Pronouncements
We
review new accounting standards as issued. Although some of these
accounting standards issued or effective after the end of our
previous fiscal year may be applicable to us, we have not
identified any standards that we believe merit further discussion.
We believe that none of the new standards will have a significant
impact on our financial position, future operations or cash
flows
Item
3. Quantitative and Qualitative Disclosure about
Market Risk
None
Item
4. Controls and Procedures
Evaluation of
Disclosure Controls and Procedures
As of
the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our
Principal Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures. Based on the evaluation, both the
Principal Executive Officer and the Principal Financial Officer
concluded that our disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, were not effective as of December 31,
2019.
Internal Control
over Financial Reporting
There
was no change in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) promulgated under the
Securities Act of 1934) that materially affected, or is reasonably
likely to materially affect, such internal control over financial
reporting during the quarter ended December 31, 2019.
13
Part II — OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
In
addition to other information set forth in this report, you should
carefully consider the risk factors described in our Registration
Statement on Form S-1, which was declared effective on November 12,
2014. Those factors could materially affect our business, financial
condition or future results. In addition, risks and uncertainties
not currently known to us or that we currently deem to be
immaterial may also have a materially adverse effect on our
business, financial condition and/or operating results.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. (Removed and reserved)
Item
5. Other Information
None.
Item
6. Exhibits
|
Exhibit
Number
|
|
Ref
|
|
Description of
Document
|
|
|
|
|
|
|
|
31.1
|
|
|
|
Certification of
Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
31.2
|
|
|
|
Certification of
Principal Financial and Accounting Officer pursuant to Section 302
of the Sarbanes- Oxley Act of 2002.
|
|
|
|
|
|
|
|
32.1
|
|
|
|
Certification of
Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
|
|
32.2
|
|
|
|
Certification of
Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
|
|
101
|
|
*
|
|
The following
materials from this Quarterly Report on Form 10-Q for the quarter
ended December 31, 2011, formatted in XBRL (eXtensible Business
Reporting Language):
|
*
Pursuant to Rule 406T of Regulation S-T, these interactive data
files are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, are deemed not filed for purposes of Section
18 of the Securities and Exchange Act of 1934, as amended, and
otherwise are not subject to liability under those sections.
14
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.
|
|
PALAYAN RESOURCES,
INC.
|
|
|
|
|
Date: February 18,
2020
|
By:
|
/s/ James
Jenkins
|
|
|
|
James Jenkins
|
|
|
|
President
|
|
|
|
(Principal Executive
Officer; Principal Financial Officer)
|
15
