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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended December 31, 2022

☐ 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.)

850 Teague Trail, #580
Lady Lake, FL	32159
(Address of principal executive offices)	(Zip code)

(407) 536-9422
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of Exchange on which registered
Common Stock	PLYN	OTCMarkets

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. 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 ☒ 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 ☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) Yes ☒ No ☐

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of February 14, 2023 was 37,376,891.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

	·	The availability and adequacy of our cash flow to meet our requirements;

	·	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	·	Changes or developments in laws, regulations or taxes in our industry;

	·	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	·	Competition in our industry;

	·	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	·	Changes in our business strategy, capital improvements or development plans;

	·	The availability of additional capital to support capital improvements and development; and

	·	Other risks identified in this report and in our other filings with the Securities and Exchange Commission (“SEC”).

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether resulting from new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this Quarterly Report to the words "we," "our," "us," the "Company," "PLYN," or “Palayan” refer to Palayan Resources, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PALAYAN RESOURCES, INC.

FORM 10-Q

December 31, 2022

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		4

Item 1.	Financial Statements	4
	Condensed Balance Sheets as of December 31, 2022 (unaudited) and March 31, 2022	4
	Condensed Statements of Operations (unaudited) for the Three Months and Nine Months Ended December 31, 2022 and 2021	5
	Condensed Statements of Stockholders’ Deficit (unaudited) for the Three Months and Nine Months Ended December 31, 2022 and 2021	6
	Condensed Statements of Cash Flows (unaudited) for the Nine Months Ended December 31, 2022 and 2021	7
	Notes to Condensed Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Control and Procedures	17

PART II – OTHER INFORMATION		18

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

SIGNATURES		19

CERTIFICATIONS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PALAYAN RESOURCES, INC.

CONDENSED BALANCE SHEETS


	December 31, 2022			March 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash	$	75		$	426
Prepaid expense		3,000			2,250
Total current assets		3,075			2,676
Equipment, net		209			491
Total Assets	$	3,284		$	3,167

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	87,618		$	43,063
Note payable – related party		25,000			25,000
Convertible notes payable – non-related party, net of debt discount		260,000			204,419
Derivative liabilities		187,635			180,181
Due to related parties		219,810			54,582
Total current liabilities		780,063			507,245
Total Liabilities		780,063			507,245

Commitments and contingencies		–			–

Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Series A – 5,000,000 shares authorized; 2,500,000 issued and outstanding at December 31, 2022 and March 31, 2022, respectively		2,500			2,500
Series B – 5,000,000 shares authorized; none issued and outstanding at December 31, 2022 and March 31, 2022, respectively		–			–
Series C – 5,000,000 shares authorized; none issued and outstanding at December 31, 2022 and March 31, 2022, respectively		–			–
Common stock, $0.001 par value, 500,000,000 shares authorized; 37,376,891 shares issued and outstanding at December 31, 2022 and March 31, 2022, respectively		37,377			37,377
Additional paid-in capital		461,031			461,031
Accumulated deficit		(1,277,687	)		(1,004,986	)
Total Stockholders' Deficit		(776,779	)		(504,078	)
Total Liabilities and Stockholders’ Deficit	$	3,284		$	3,167

See accompanying Notes to the unaudited Financial Statements

PALAYAN RESOURCES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	For the Three Months Ended December 31, 2022			For the Three Months Ended December 31, 2021			For the Nine Months Ended December 31, 2022			For the Nine Months Ended December 31, 2021

Operating expenses:
Selling and marketing expense	$	–		$	329		$	–		$	1,097
General and administrative expense		62,110			59,681			195,111			201,510
Total operating expense		62,110			60,010			195,111			202,607

Operating loss		(62,110	)		(60,010	)		(195,111	)		(202,607	)

Other income (expense):
Interest expense		(5,873	)		(5,873	)		(17,555	)		(17,658	)
Derivative income (expense)		(19,410	)		35,747			(7,454	)		112,651
Debt discount amortization		–			(41,914	)		(55,581	)		(124,510	)
Gain on extinguishment of debt		–			14,000			–			14,000
Other income		3,000			–			3,000			–
Total other income (expense)		(22,283	)		1,960			(77,590	)		(15,517	)

Loss before provision for income taxes		(84,393	)		(58,050	)		(272,701	)		(218,124	)

Provision for income taxes		–			–			–			–

Net loss	$	(84,393	)	$	(58,050	)	$	(272,701	)	$	(218,124	)

Weighted average shares basic and diluted		37,376,891			35,973,557			37,376,891			35,851,559

Weighted average basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

See accompanying Notes to the unaudited Financial Statements

PALAYAN RESOURCES, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)


	Preferred Stock Series A			Preferred Stock Series B			Preferred Stock Series C			Common Stock			Common Stock To Be Issued			Additional Paid-In		Accumulated			Total Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Deficit

Balance - March 31, 2022	2,500,000	$	2,500	–	$	–	–	$	–	37,376,891	$	37,377	–	$	–	$	461,031	$	(1,004,986	)	$	(504,078	)
Net loss	–		–	–		–	–		–	–		–	–		–		–		(48,534	)		(48,534	)
Balance – June 30, 2022 (Unaudited)	2,500,000		2,500	–		–	–		–	37,376,891		37,377	–		–		461,031		(1,053,520	)		(552,612	)
Net loss	–		–	–		–	–		–	–		–	–		–		–		(139,774	)		(139,774	)
Balance – September 30, 2022 (Unaudited)	2,500,000		2,500	–		–	–		–	37,376,891		37,377	–		–		461,031		(1,193,294	)		(692,386	)
Net loss	–		–	–		–	–		–	–		–	–		–		–		(84,393	)		(84,393	)
Balance – December 31, 2022 (Unaudited)	2,500,000	$	2,500	–	$	–	–	$	–	37,376,891	$	37,377	–	$	–	$	461,031	$	(1,277,687	)	$	(776,779	)


	Preferred Stock Series A			Preferred Stock Series B			Preferred Stock Series C			Common Stock			Common Stock To Be Issued					Additional Paid-In		Accumulated			Total Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares		Amount			Capital		Deficit			Deficit

Balance - March 31, 2021	2,500,000	$	2,500	–	$	–	–	$	–	34,376,758	$	34,377	201,451		$	201		$	388,049	$	(711,941	)	$	(286,814	)
Common stock issued for services	–		–	–		–	–		–	1,596,799		1,597	(201,451	)		(201	)		4,185		–			5,581
Net loss	–		–	–		–	–		–	–		–	–			–			–		(133,600	)		(133,600	)
Balance – June 30, 2021 (Unaudited)	2,500,000		2,500	–		–	–		–	35,973,557		35,974	–			–			392,234		(845,541	)		(414,833	)
Net loss	–		–	–		–	–		–	–		–	–			–			–		(26,475	)		(26,475	)
Balance – September 30, 2021 (Unaudited)	2,500,000		2,500	–		–	–		–	35,973,557		35,974	–			–			392,234		(872,016	)		(441,308	)
Shares issued for debt settlement	–		–	–		–	–		–	1,403,334		1,403	–			–			68,797		–			70,200
Net loss	–		–	–		–	–		–	–		–	–			–			–		(58,050	)		(58,050	)
Balance – December 31, 2021 (Unaudited)	2,500,000	$	2,500	–	$	–	–	$	–	37,376,891	$	37,377	–		$	–		$	461,031	$	(930,066	)	$	(429,158	)

See accompanying Notes to the unaudited Financial Statements

PALAYAN RESOURCES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Nine Months Ended December 31, 2022			For the Nine Months Ended December 31, 2021
Cash flows from operating activities:
Net loss	$	(272,701	)	$	(218,124	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services		–			5,581
Shares issued in settlement of debt		–			(14,000	)
Derivative (income) expense		7,454			(112,651	)
Depreciation and amortization		282			282
Debt discount amortization		55,581			124,510
Changes in operating assets and liabilities:
Prepaid expense		(750	)		–
Accounts payable and accrued liabilities		44,555			42,895
Net cash used in operating activities		(165,579	)		(171,507	)

Cash flows from financing activities:
Borrowings from related parties		165,228			73,200
Net cash provided by financing activities		165,228			73,200

Net change in cash		(351	)		(98,307	)
Cash, beginning of period		426			98,889
Cash, end of period	$	75		$	582

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	–		$	–
Taxes	$	–		$	–

Supplemental disclosures of non-cash investing and financing activities:
	$	–		$	–

See accompanying Notes to the unaudited Financial Statements

PALAYAN RESOURCES, INC.

NOTES TO (UNAUDITED) CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2022

1.	Organization History and Business

Organization and Business

We were incorporated in the State of Nevada on July 26, 2013 as a mineral exploration and production company. On May 10, 2021, we issued a press release stating our Company was changing its market focus – “Management recognizes that our Company needs to move in a new direction and will pursue acquisition opportunities that can benefit private companies through our Company’s public status. The benefit to our Company and its stockholders will be built on acquisitions based on growth and revenue of targeted acquisitions.”

We have restructured our Company as a holding company seeking transactions on a managed basis, acquiring controlling interest in acquisition targets as subsidiaries of our Company. Using a holding company strategy, we will be able to mitigate risk while making multiple acquisitions. All targeted acquisitions must be audited or auditable. We will make either majority or minority investments in companies that meet our investment criteria.

As a holding company, we will not manufacture anything, sell any products or services, or conduct any other business operations. Our purpose is to hold the controlling stock or membership interests in other companies.

Our Company is taking an agnostic approach regarding industry, in almost every contemplated acquisition, we will retain the management team of the acquired company. The subsidiary’s own management will run the day-to-day business, as this retention of management post transaction will maintain operational continuity. Our Company’s management will be responsible for overseeing how the subsidiaries are run and assisting their management as needed.

Our Company is seeking opportunities in mature private companies that are in transition or growth mode. Transactions will be subject to industry standard due-diligence requirements.

Using this new strategy, on December 9, 2021 we executed a Memorandum of Understanding (the “MOU”) with a Singapore based holding company whose subsidiaries are engaged principally in foreign exchange remittance services. In conducting our due diligence, the acquisition target was unable to supply the information we required and, as a result, the MOU expired August 31, 2022.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 filed on June 28, 2022. The results of operations for the nine months ended December 31, 2022, are not necessarily indicative of the results that may be expected for the full year.

Going Concern Considerations

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $1,277,687 as of December 31, 2022. Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone, S.A de C.V. (“Mambagone”) which allowed for advances totaling $1,050,000. However, after advancing us $260,000 under the terms of the Credit Line Agreement, Mambagone made no further advances. See Note 5 for further information. As such, there is uncertainty whether our capital needs over the next 12 months can be met and, as a result, there is reasonable doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital to meet our working capital needs, we could be forced to cease operations.

The continuation of our Company as a going concern is dependent upon continued financial support from our stockholders, the ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern.

The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

	Level 1	- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
	Level 2	- Include other inputs that are directly or indirectly observable in the marketplace.
	Level 3	- Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022 and March 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expense, accounts payable, and accrued expenses. Fair values for these items were assumed to approximate carrying values because they are short-term in nature or they are payable on demand. Fair values for derivative liabilities were determined under level 2 since inputs used are either directly or indirectly observable in the marketplace.

Derivative Financial Instruments – We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method.

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivative liabilities are recorded in the consolidated statement of operations under non-operating income (expense).

We evaluate each of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

Basic and Diluted Net Loss Per Share

We compute 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 stockholders (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. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2022 and 2021, potentially dilutive shares related to our convertible notes payable and Series A Preferred Stock have not been included in the diluted loss per share computations as they would be antidilutive for the periods presented.

New Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements.

3.	Equipment, net

As of December 31, 2022, equipment consists of a laptop computer. Depreciation is being calculated on a straight-line basis over a three-year period and was $282 for both nine-month periods ended December 31, 2022 and 2021.

4.	Related Party Transactions

Due to related parties of $219,810 as of December 31, 2022 consists of $204,019 in advances by C2C Business Strategies (“C2C”), a large stockholder, to cover certain operating expenses, $9,000 owed to one of our outside Directors for Directors fees, and $6,791 owed to our CEO and Director, Mr. James Jenkins. As of March 31, 2022, the balance of $54,582 consists of $52,332 in advances from C2C and $2,250 owed to the outside Director. From time to time, we have received advances from certain of our large stockholders, which we reported on our Balance Sheets under the caption Due to related parties. The advances bear no interest and are repayable on demand. Imputed interest is immaterial.

Under an April 1, 2020 Executive Employment Agreement, as amended, we retained the services of Mr. Jenkins by and through C2C. We expensed $108,000 and $96,000 for Mr. Jenkins services during each of the nine-month periods ended December 31, 2022 and 2021, respectively.

5.	Notes Payable

Notes payable consists of the following at December 31, 2022 and March 31, 2022:

Schedule of notes payable

	December 31, 2022			March 31, 2022
Non-Related Parties:
Advances under unsecured credit line agreement	$	260,000		$	260,000
Less debt discount on amounts borrowed		–			(55,581	)
Subtotal — non-related parties		260,000			204,419
Less current portion		(260,000	)		(204,419	)
Long-term portion	$	–		$	–

Related Party:
Unsecured promissory note	$	25,000		$	25,000
Subtotal — related party		25,000			25,000
Less current portion		(25,000	)		(25,000	)
Long-term portion	$	–		$	–

NON-RELATED PARTIES

Unsecured Credit Line Agreement

Effective December 4, 2020, we entered into a Credit Line Agreement with Mambagone (“the LOC”) under which Mambagone agreed to advance our Company a total of $1,050,000 on various dates specified in the LOC. Each advance under the LOC bears interest at 8% per annum and matures, along with all accrued and unpaid interest, on July 31, 2022. To date, Mambagone has advanced us $260,000. Despite repeated requests on our part for additional advances as required by the LOC, Mambagone made no further advances. Mambagone’s lack of performance under the LOC created an event of default by the lender and we sent a letter to Mambagone, via Federal Express, dated December 15, 2021 notifying them of such default and of our termination of the LOC which letter was received on December 31, 2021. According to the terms of the LOC, a default by the lender results in a portion of the advances being considered to not be due and payable and shall be considered as forgiven or fully discharged. Under the guidance of ASC 405-20-15-1, derecognition of a debt that has not been paid can only occur if the debtor is legally released from the debt, either judicially or by the creditor. We have been unable to contact Mambagone and, as such, have not yet met the criteria of the relevant guidance but are attempting to do so. Once met, we expect to extinguish at minimum a portion of the debt. Until such time, our obligation to Mambagone is in default.

Mambagone has the right, but not the obligation, at any time, to convert all or any portion of the outstanding principal amount and accrued interest into fully paid and non-assessable shares of our common stock. The conversion price shall be equal to seventy-five percent (75%) of the average of the closing price of our common stock during the ten (10) trading days immediately preceding the conversion date. We determined that the conversion provisions of the Mambagone LOC contain an embedded derivative feature and we valued the derivative feature separately, recording debt discount and derivative liabilities in accordance with the provisions of the advances. See Note 6. We are amortizing the debt discount on a straight-line basis over the term of the advances. For the nine months ended December 31, 2022 and 2021, we recorded amortization of debt discount of $55,581 and $124,510, respectively. Interest expense in connection with this debt was $15,671 for both of the nine-month periods ended December 31, 2022 and 2021.

RELATED PARTY

Unsecured Promissory Note

On March 16, 2021, we issued an unsecured promissory note to one of our large stockholders in the amount of $25,000. The note bears interest at 10% per annum and is payable on demand. No demand has been made for payment against this note. Interest expense in connection with this note was $1,884 for both of the nine months ended December 31, 2022 and 2021.

6.	Derivative Liabilities

As stated in Note 5, Notes Payable, we determined that the advances under the unsecured credit line agreement each contained an embedded derivative feature in the form of a conversion provision which was adjustable based on future prices of our common stock. In accordance with ASC 815-10-25, each derivative feature was initially recorded at its fair value using the Black-Scholes option valuation method and then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The following table represents our derivative liability activity for the nine months ended December 31, 2022:


Balance at March 31, 2022	$	180,181
Derivative expense		7,454
Balance at December 31, 2022	$	187,635

The fair value of the derivative features of the convertible notes were calculated using the following assumptions:


		Nine Months Ended December 31, 2022
Expected term in years		0.25
Risk-free interest rate		4.73%
Annual expected volatility		154%
Dividend yield		0.00%

Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the issuance.

Volatility: We estimate the expected volatility of the stock price based on the corresponding volatility of our historical stock price for a period consistent with the convertible notes' expected terms.

Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

Expected term: The remaining term is based on the estimated remaining contractual term of the convertible notes.

7.	Capital Stock

Preferred Stock

We are authorized to issue 100,000,000 shares of our $0.001 par value preferred stock and have designated three (3) series of preferred stock whose rights are described below:

Series A Preferred Stock – we have designated 5,000,000 Series A preferred shares. The Series A preferred ranking is senior to common shares, no dividends are payable, and each share is convertible into common shares at a rate of 15 common shares for each Series A preferred share. Each Series A preferred share is entitled to 20 votes on all matters subject to a vote of stockholders. There are 2,500,000 Series A preferred shares issued and outstanding at both December 31, 2022 and March 31 2022.

Series B Preferred Stock – we have designated 5,000,000 Series B preferred shares. The Series B preferred ranking is senior to common stock, no dividends are payable, and each share is convertible into common shares at a rate of 10 common shares for each Series B preferred share. Each Series B preferred share is entitled to 10 votes on all matters subject to a vote of stockholders. No Series B preferred shares are issued and outstanding at either December 31, 2022 or March 31, 2022.

Series C Preferred Stock – we have designated 5,000,000 Series C preferred shares. The Series C preferred ranking is senior to common stock, no dividends are payable, and each share is convertible into common shares at a rate of 30 common shares for each Series C preferred share. The Series C shares have no voting rights. No Series C preferred shares are issued and outstanding at either December 31, 2022 or March 31, 2022.

Common Stock

We are authorized to issue 500,000,000 shares of our $0.001 par value common stock and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders.

There was no common stock activity during the nine months ended December 31, 2022. During the nine months ended December 31, 2021, we issued the following shares:

	1.	201,451 shares of our common stock to a vendor for services. These shares had been recorded in “Common Stock to be Issued” at March 31, 2021.
	2.	1,395,348 shares to the same vendor listed in item 1 above under the terms of a Services Agreement dated April 16, 2021. See Note 8.
	3.	1,153,334 shares to C2C in settlement of Due to related party debt.
	4.	250,000 shares to our attorney in settlement of accounts payable of $15,000. The shares were valued at $1,000 based on an independent third-party valuation of the fair value of our common stock and, accordingly, we recorded a gain on extinguishment of debt for this transaction.

8.	Service Agreement

On April 16, 2021, we entered into a Services Agreement with Cicero Transact Group, Inc. Under the Agreement, Cicero has agreed to rebuild our website and social media sites and help identify and introduce potential acquisition targets to our Company. Once an acquisition is completed, Cicero has agreed to provide, at their sole discretion, any number of post-acquisition services listed in the Agreement. As consideration for the services, we issued Cicero 1,395,348 shares of our restricted common stock which were vested on the date of the Agreement. We valued the shares at $5,581, based on a valuation of our Company done by an independent third-party, and recorded a general and administrative expense of that amount during the three-month period ended June 30, 2021.

9.	Other Income

During the three months ended December 31, 2022, we received $3,000 from a company interested in the possibility of making a business transaction with us. The funds were to be used to pay for our annual registration fee with OTC Markets. The funds are not repayable to the payee and are not part of any agreed-to business transaction. Accordingly, we have reported the funds as other income.

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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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 in our Form 10-K filed with the SEC on June 28, 2022.

Going Concern Considerations

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to US GAAP, which contemplate continuation of our Company as a going concern.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on our Company is not currently determinable, but management continues to monitor the situation.

We have generated no revenues to date and have an accumulated deficit of $1,277,687 as of December 31, 2022. The continuation of our Company as a going concern is dependent upon the continued financial support from our stockholders, our ability to raise equity or debt financing, and the attainment of profitable operations from our Company’s future business. These factors raise substantial doubt regarding our 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 we be unable to continue as a going concern.

Our 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.

Derivative Financial Instruments

We account for convertible debt with conversion features representing embedded derivative liabilities in accordance with ASC 815, Derivatives and Hedging. ASC 815-15-25-1 requires that embedded derivative instruments be bifurcated and assessed on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, we use the Black-Scholes option valuation method, resulting in a reduction of the initial carrying amount of the notes as unamortized debt discount. The unamortized discount is amortized over the term of each note using the effective interest method.

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.

RESULTS OF OPERATIONS

We have limited operational history. From our inception on July 26, 2013 to December 31, 2022, we have not generated any revenues. Until such time as we generate revenues, we anticipate we will incur losses.

Three Months Ended December 31, 2022 Compared to Three Months Ended December 31, 2021

Operating Expenses

During the three months ended December 31, 2022, we incurred operating expenses of $62,110 compared to $60,010 in the previous year. The increase in expenses was caused by a slight increase in professional fees.

Other Income and Expense

In the 2021 period, we reported debt discount amortization ($41,914) and a gain on extinguishment of debt ($14,000), neither of which occurred in the 2022 period. In 2022 we reported derivative expense of $19,410 compared to derivative income of $35,747 in 2021, all related to our indebtedness to Mambagone as explained in Note 5 to the accompanying financial statements. In 2022 we reported other income of $3,000 as described in Note Debt 9 to the accompanying financial statements.

Net Loss

Our net loss for the three months ended December 31, 2022 of $84,393 ($0.00 per share) compares to a net loss of $58,050 ($0.00 per share) in the previous year.

Nine Months Ended December 31, 2022 Compared to Nine Months Ended December 31, 2021

Operating Expenses

During the nine months ended December 31, 2022, we incurred operating expenses of $195,111 compared to $202,607 in the previous year. The 2021 period contains an expense in the amount of $5,581 resulting from our issuance of common stock under the Services Agreement described in Note 8 to the accompanying financial statements. There is no such expense in the 2022 period. In addition, professional fees were slightly lower in the 2022 period compared to 2021.

Other Income and Expense

Interest expense was $103 lower in the 2022 period versus 2021. In the 2022 period, we reported derivative expense of $7,454 compared to derivative income of $112,651 in the 2021 period, all related to our indebtedness to Mambagone as explained in Note 5 to the accompanying financial statements. Debt discount amortization in the 2022 period was $55,581 compared to $124,510 in 2021. The 2021 period contained a gain of extinguishment of debt of $14,000 (none in 2022) while the 2022 period contained other income of $3,000 as described in Note 9 to the accompanying financial statements (none in 2021).

Net Loss

Our net loss for the nine months ended December 31, 2022 of $272,701 ($0.01 per share) compares to a net loss of $218,124 ($0.01 per share) in the previous year.

LIQUIDITY AND CAPITAL RESOURCES

Since our initial share issuances, our company has been unable to raise significant additional equity funds, forcing us to rely on cash advances and debt financing to meet operating needs. We have no cash on hand at December 31, 2022 and we will be required to raise additional funds to execute our current plan of operation. As discussed in Note 5 to the accompanying financial statements, although we have a credit line agreement with Mambagone, S.A de C.V. (“Mambagone”), they are no longer honoring additional required advances under the agreement. At present, we have no commitment from anyone to contribute funds to our Company. If we are unable to raise sufficient funds to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us.

We had hoped to raise the capital that we require through the private placement of our securities or through loans. 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.

CASH FLOWS

Operating Activities

During the nine months ended December 31, 2022, we used cash of $165,579 for operating activities compared to $171,507 during the same period in 2021. The decrease in cash used was mainly attributable to the fact that our increased net loss was more than offset by changes in non-cash expenses in both periods of derivative income/expense and amortization of debt discount and the 2021 gain on extinguishment of debt.

Investing Activities

There were no investing activities during the nine-month periods ended December 31, 2022 and 2021.

Financing Activities

Borrowings from related parties increased to $165,228 in the 2022 period from $73,200 in the comparable 2021 period.

Trends

We have no revenue generating operations and have no prospects of generating any revenue without making some form of acquisition. Otherwise, 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 or short term.

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.

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, 2022.

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, 2022.

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 financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, formatted in inline XBRL, include: (i) Condensed Balance Sheets, (ii) Condensed Statements of Operations, (iii) Condensed Statements of Stockholders’ Deficit, (iv) Condensed Statements of Cash Flows and (v) the Notes to the Condensed Financial Statements.
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

* 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.

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 14, 2023	By:	/s/ James Jenkins
		James Jenkins
		President
		(Principal Executive Officer; Principal Financial Officer)

Palayan Resources, Inc. 10-Q