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

 

FORM 10-Q/A

 

☒     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2020

 

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 ☒ 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 September 17, 2020 was 34,376,758.

 

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

 

 

 

 

 

 

EXPLANATORY NOTE

 

Palayan Resources, Inc. (the “Registrant”) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (the Form 10-Q), filed with the Securities & Exchange Commission (“SEC”) on September 22, 2020, solely to correct an error on the cover page. The cover page of the Form 10-Q incorrectly indicated that the Registrant is a shell company as defined in rule 12b-2 of the Exchange Act. On June 29, 2020, the Registrant filed a Current Report on Form 8-K which included “Form-10 Disclosure” and information required under Item 5.06 of Form 8-K, taking the Registrant out of shell status. The cover page of this Form 10-Q/A correctly checks the box indicating that the Registrant is not a shell company. This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.

 

 

 

 

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: September 24, 2020 By: /s/ James Jenkins
    James Jenkins
    President
    (Principal Executive Officer; Principal Financial Officer)

 

 

 

Palayan Resources, Inc. 10-Q/A

 

 

 

Exhibit 31.1

 

CERTIFICATE PURSUANT TO

SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, James E 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(s) 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 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(s) 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 that 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.

 

Date: September 24, 2020

 

/s/James E Jenkins

James E Jenkins

President and Director

 

 

 

 

Palayan Resources, Inc. 10-Q/A

 

 

Exhibit 31.2

 

CERTIFICATE PURSUANT TO

SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, James E 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(s) 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 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(s) 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 that 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.

 

Date: September 24, 2020

 

/s/James E Jenkins

James E Jenkins

Secretary and Treasurer

Palayan Resources Inc.

 

 

 

 

Palayan Resources, Inc. 10-Q/A

 

 

Exhibit 32.1

 

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350

and Rule 13a-14(b) or Rule 15d-14(b)

 

My name is James E Jenkins. I am the President of Palayan Resources Inc. (the “Company”).

 

I hereby certify pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes–Oxley Act of 2002 that to the best of my knowledge and belief:

 

(1) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the U.S. Securities and Exchange Commission (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of Palayan Resources, Inc. as of, and for, the periods presented in the Report.

 

/s/James E Jenkins

President and Director

Palayan Resources Inc.

 

Date: September 24, 2020

 

 

 

 

Palayan Resources, Inc. 10-Q/A

 

 

Exhibit 32.2

 

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

and Rule 13a-14(b) or Rule 15d-14(b)

 

My name is James E Jenkins and I am the and Secretary and Treasurer of Palayan Resources Inc. (the “Company”).

 

I hereby certify pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes–Oxley Act of 2002 that to the best of my knowledge and belief:

 

(1) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the U.S. Securities and Exchange Commission (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of Palayan Resources, Inc. as of, and for, the periods presented in the Report.

 

/s/James E Jenkins

James E Jenkins

Secretary and Treasurer

Palayan Resources Inc.

 

Date: September 24, 2020