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
September 30, 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 |
[X] | Non-accelerated filer |
| [X] | Smaller Reporting Company |
[ ] | 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. [ ]
1
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 $0.001 per share, outstanding as of November 15, 2019 was 30,000,000.
Trading Symbol(s) | Name of Exchange on which registered | |
Common Stock | PLYN | OTCMarkets |
2
Item 1. Financial Statements
Palayan Resources Inc.
September 30, 2019
(unaudited)
| Index |
Condensed Balance Sheets (unaudited) | 4 |
Condensed Statements of Operations (unaudited) | 5 |
Condensed Statements of Stockholders’ Deficit (unaudited) | 6 |
Condensed Statements of Cash Flows (unaudited) | 7 |
Notes to the Condensed Financial Statements (unaudited) | 8 |
3
Palayan Resources Inc.
Condensed Balance Sheets
(Expressed in U.S. dollars)
|
| September 30, 2019 $ |
| March 31, 2019 $ |
|
| (unaudited) |
|
|
ASSETS |
|
|
|
|
Current Assets |
|
|
|
|
Cash |
| 1,014 |
| 2,111 |
|
|
|
|
|
Total Assets |
| 1,014 |
| 2,111 |
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
Accounts payable and accrued liabilities |
| 8,527 |
| 6,184 |
Loan payable |
| 5,000 |
| - |
Due to related parties |
| 170,080 |
| 144,175 |
|
|
|
|
|
Total Liabilities |
| 183,607 |
| 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 |
Accumulated Deficit |
| (212,593) |
| (178,248) |
|
|
|
|
|
Total Stockholders’ Deficit |
| (182,593) |
| (148,248) |
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit |
| 1,014 |
| 2,111 |
|
|
|
|
|
(The accompanying notes are an integral part of these condensed financial statements)
4
Palayan Resources Inc.
Condensed Statements of Operations
(Expressed in U.S. dollars)
(unaudited)
| For the three months ended | For the three months ended | For the six months ended | For the six months ended |
September 30, | September 30, | September 30, | September 30, | |
2019 | 2018 | 2019 | 2018 | |
| $ | $ | $ | $ |
Operating Expenses |
|
|
|
|
|
|
|
|
|
Consulting | 12,000 | - | 20,500 | - |
General and administrative | 1,225 | 2,114 | 2,405 | 12,989 |
Professional fees | 4,750 | 3,560 | 11,250 | 10,493 |
|
|
|
|
|
Total Operating Expenses | 17,975 | 5,674 | 34,155 | 23,482 |
|
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Net Loss Before Other Expense | (17,975) | (5,674) | (34,155) | (23,482) |
|
|
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|
Other Expense |
|
|
|
|
Interest expense | (126) | - | (190) | - |
|
|
|
|
|
Net Loss | (18,101) | (5,674) | (34,345) | (23,482) |
|
|
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Net Loss Per Share – Basic and Diluted | (0.00) | (0.00) | (0.00) | (0.00) |
|
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Weighted Average Shares Outstanding | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 |
|
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|
|
|
(The accompanying notes are an integral part of these condensed financial statements)
5
Palayan Resources Inc.
Condensed Statement of Stockholders’ Deficit
(Expressed in U.S. dollars)
(unaudited)
| Shares | Par Value | Accumulated Deficit | Total |
| # | $ | $ | $ |
Balance as at March 31, 2019 | 30,000,000 | 30,000 | (178,248) | (148,248) |
Net loss for the period | - | - | (16,244) | (16,244) |
|
|
|
|
|
Balance as at June 30, 2019 | 30,000,000 | 30,000 | (194,492) | (164,492) |
Net loss for the period | - | - | (18,101) | (18,101) |
|
|
|
|
|
Balance as at September 30, 2019 | 30,000,000 | 30,000 | (212,593) | (182,593) |
| Shares | Par Value | Accumulated Deficit | Total |
| # | $ | $ | $ |
30,000,000 | 30,000 | (146,582) | (116,582) | |
Net loss for the period | - | - | (17,808) | (17,808) |
|
|
|
|
|
Balance as at June 30, 2018 | 30,000,000 | 30,000 | (164,390) | (134,390) |
Net loss for the period | - | - | (5,674) | (5,674) |
|
|
|
|
|
Balance as at September 30, 2018 | 30,000,000 | 30,000 | (170,064) | (140,064) |
(The accompanying notes are an integral part of these condensed financial statements)
6
Palayan Resources Inc.
Condensed Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
| For the six | For the six |
| months ended | months ended |
| September 30, | September 30, |
| 2019 | 2018 |
| $ | $ |
Operating Activities |
|
|
|
|
|
Net loss | (34,345) | (23,482) |
|
|
|
Adjustment to reconcile net loss to net cash from operating activities: |
|
|
Expenses paid by related party | 10,250 | - |
Changes in operating assets and liabilities: |
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Accounts payable and accrued liabilities | 2,343 | 3,175 |
Due to related party | 15,655 | - |
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Net Cash Used In Operating Activities | (6,097) | (20,307) |
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Financing Activities |
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Proceeds from loan payable | 5,000 | - |
Proceeds from related party loan | - | 20,500 |
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Net Cash Provided By Financing Activities | 5,000 | 20,500 |
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Change in Cash | (1,097) | 193 |
Cash – Beginning of Period | 2,111 | 1,918 |
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Cash – End of Period | 1,014 | 2,111 |
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Supplemental Disclosures |
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Interest paid | - | - |
Income tax paid | - | - |
(The accompanying notes are an integral part of these condensed financial statements)
7
Palayan Resources Inc.
Notes to the Condensed Financial Statements
(Expressed in U.S. dollars)
(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 September 30, 2019, the Company has generated no revenues to date, a working capital deficit of $182,593 and an accumulated deficit of $212,593. 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.
8
Palayan Resources Inc.
Notes to the Condensed Financial Statements
(Expressed in U.S. dollars)
(unaudited)
2. Summary of Significant Accounting Policies (Continued)
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 September 30, and March 31, 2019, the Company had no potentially dilutive shares.
e)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 the project was no longer a viable venture for the company to pursue.
4. Related Party Transactions
a)As at September 30, 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 September 30, 2019, the Company owed $15,655 (March 31, 2019 - $nil) to the President of the Company. The amount is unsecured, non-interest bearing, and due on demand. During the period ended September 30, 2019, the Company incurred consulting fees of $12,000 (2018 - $nil) to the President of the Company.
5. Loan Payable
As at September 30, 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 September 30, 2019, the Company owed $190 (March 31, 2019 - $nil) of accrued interest.
6. Subsequent Events
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, the project is no longer a viable project for the company to pursue.
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 | 17,089 |
Investor relations and capital raising | 12 months | Nil |
General and administrative expenses | 12 months | 48,000 |
Transfer Agent | 12 months | 2,800 |
Total |
| 67,889 |
(1)Budget Items are listed in order of priority.
(2)Includes $17,000 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 $1,014 as at September 30, 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 September 30, 2019, we did not generate any revenues.
Expenses
Three months ended September 30, 2019 and 2018
During the three months ended September 30, 2019, we incurred operating expenses of 17,975 compared to $5,674 during the three months ended September 30, 2018. The increase was due to $12,000 of consulting fees incurred to the President and Director of the Company. All other transactions were consistent with prior year as the Company has not a significant change in its business objectives or had an increase in operating activity.
Net Loss
During the three months ended September 30, 2019, we incurred a net loss of $18,101 compared to a net loss of $5,674 for the three months ended September 30, 2018. In addition to operating expense, the Company incurred $126 of interest expense for $5,000 of a new loan payable which is unsecured, bears interest at 10% per annum, and is due on demand. For the three months ended September 30, 2019 and 2018, the Company incurred a loss per share of $nil.
Liquidity and Capital Resources
At September 30, 2019, the Company had cash and total assets of $1,014 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 September 30, 2019.
At September 30, 2019, the Company had liabilities of $183,607 compared to liabilities of $150,359 at March 31, 2019. The increase in liabilities is due to $190 of accrued interest, a $5,000 increase in loan payable for a new loan that is unsecured, bears interest at 10% per annum, and is due on demand, and $25,975 increase in amounts due to related parties, primarily for unpaid consulting fees to the President and Director of the Company.
During the three months ended September 30, 2019, the Company did not have any equity or capital transactions.
Cash Flows
Cash from Operating Activities
During the six months ended September 30, 2019, we used cash of $6,097 for operating activities compared to $20,307 during the six months ended September 30, 2018. The decrease in cash used for operating activities is primarily due to costs incurred for DTC eligibility of $9,500 during the six months ended September 30, 2018.
Cash from Investing Activities
During the six months ended September 30, 2019 and 2018, we did not have any investing activities.
Cash from Financing Activities
During the six months ended September 30, 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 six months ended September 30 ,2018, 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 $182,593, and has an accumulated deficit of $212,593. 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, 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.
12
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.
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 September 30, 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 September 30, 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 |
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| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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| Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. | |
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| 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. | |
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| 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. | |
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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: November 15, 2019 |
| |
| By: | /s/ James Jenkins |
|
| James Jenkins |
|
| President |
|
| (Principal Executive Officer; Principal Financial Officer) |
15
Exhibit 31.1
CERTIFICATIONS
I, James Jenkins, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Palayan Resources, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 15, 2019 |
|
/s/ James Jenkins |
James Jenkins |
President |
(Principal Executive Officer; Principal Financial Officer) |
James Jenkins |
Exhibit 31.2
CERTIFICATIONS
I, James Jenkins, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Palayan Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 15, 2019 |
|
/s/ James Jenkins |
James Jenkins |
Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Palayan Resources, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Jenkins, President of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 15, 2019 |
|
/s/ James Jenkins |
James Jenkins |
President |
(Principal Executive Officer; Principal Financial Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Palayan Resources, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Jenkins, President of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 15, 2019 |
|
/s/ James Jenkins |
James Jenkins |
President |
(Principal Executive Officer; Principal Financial Officer) |
2. Summary of Significant Accounting Policies: a) Basis of Presentation (Policies) |
6 Months Ended |
|---|---|
Sep. 30, 2019 | |
| Policies | |
| a) Basis of Presentation | 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. |
2. Summary of Significant Accounting Policies: c) Interim Condensed Financial Statements (Tables) |
6 Months Ended |
|---|---|
Sep. 30, 2019 | |
| Tables/Schedules | |
| c) Interim Condensed Financial Statements | 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. |
6. Subsequent Events (Details) |
6 Months Ended |
|---|---|
Sep. 30, 2019 | |
| Details | |
| Subsequent Event, Description | The company defaulted on payments pursuant to the Gold Exploration Management, Inc. (GEM), “Assignment and Assumption Agreement” signed on May 23, 2019 |
| Subsequent Event, Date | Aug. 31, 2019 |