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 Healthcare Corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on May 20, 2014. We originally intended to offer management and consulting services to healthcare organizations. We intended to focus on ambulatory surgical centers (ASCs) with an incentive to be acquired by hospitals in order to increase compensation levels. At the time, we believed the short-term strategy of converting to hospital-based compensation was not sustainable because fundamental changes in the provision of healthcare are being undertaken by both governmental and private insurance carriers. We also believed the demographics of an aging population also mandated such changes to avoid economic disruption, healthcare rationing and/or unsustainable taxation.

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.

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.

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, 2021. 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. We do not intend, at this time, to restrict our focus to opportunities or business combinations in any specific industry. Instead our focus will be on achieving long-term growth potential.

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 no 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:

(a) potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole;

(c) strength and diversity of management, either in place or scheduled for recruitment;

(d) capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e) the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

(f) the extent to which the business opportunity can be advanced; and

(g) the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

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 six months ended January 31, 2021, which are included herein.

Our operating results for the three and six months ended January 31, 2021 and 2020 and the changes between those periods for the respective items are summarized as follows

Results of Operations for the three months ended January 31, 2021 and 2020

During the three months ended January 31, 2021 and 2020, no revenues were recorded.

We had a net loss of $6,141 for the three months ended January 31, 2021, and $5,832 for the three months ended January 31, 2020. The increase in net loss of $309, was due to an increase in operating expenses of $49 and interest expenses of $260.

Operating expenses for the three months ended January 31, 2021 and 2020 were $4,684 and $4,635, 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, 2021 and 2020, represent interest expense to a related party on funds advanced to the Company.

Results of Operations for the six months ended January 31, 2021 and 2020

During the six months ended January 31, 2021 and 2020, no revenues were recorded.

We had a net loss of $18,273 for the six months ended January 31, 2021, and $18,460 for the six months ended January 31, 2020. The decrease in net loss of $187, was due to a decrease in operating expenses of $746 and offset with an increase in interest expenses of $559.

Operating expenses for the six months ended January 31, 2021 and 2020 were $15,420 and $16,166, 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, 2021 and 2020, represent interest expense to a related party on funds advanced to the Company.

As of January 31, 2021, our current assets were $148, and our current liabilities were $139,516 which resulted in working capital deficiency of $139,368. As of January 31, 2021, current assets were comprised of $148 in cash, compared to $2,232 in cash as of July 31, 2020. As of January 31, 2021, current liabilities were comprised of $9,368 in accounts payable and $130,148 due to related party and accrued interest, compared to $6,482 in accounts payable and $116,845 due to related party and accrued interest as of July 31, 2020.

As of January 31, 2021, our working capital deficiency increased by $18,273 from $121,095 on July 31, 2020, to $139,368 on January 31, 2021, primarily due to an increase in current liabilities of $16,189 and offset by a decrease in current assets of $2,084.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended January 31, 2021, net cash flows used in operating activities was $12,534, consisting of a net loss of $18,273, reduced by an increase in accounts payable of $2,886 and an increase in accrued interest-related party of $2,853. 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, decreased by an increase in accrued interest -related party of $2,294 and an increase in accounts payable of $1,350.

Cash Flows from Financing Activities

We have financed our operations loans from a related party. For the six months ended January 31, 2021, and 2020, we received $10,450 and $18,300 from advances from related party loans, respectively.

Going Concern

As of January 31, 2021, our Company had a net loss of $18,273 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, 2021. 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 and/or engaging in a business combination. 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, 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 expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.