PHCI 10-Q
Panamera Holdings Corp (PHCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended |
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or | |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from __________ to __________ |
Commission File Number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
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(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | None |
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. ☒
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 for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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 any 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)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
| 3 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PANAMERA HOLDINGS CORPORATION
Consolidated Balance Sheets
(Unaudited)
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| April 30, |
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| July 31, |
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Assets |
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Current Assets |
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Cash |
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Prepaid expenses |
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Deposit for license |
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Total Current Assets |
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Non-Current Assets |
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Operating lease right-of-use asset |
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Total Assets |
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Liabilities and Stockholders' Equity |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Accounts payable-related party |
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Short term advance payable |
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Due to related party |
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Operating lease liability - current portion |
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Total Current Liabilities |
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Non-current Liability |
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Operating lease liability |
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Total Liabilities |
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Stockholders' Equity (Deficit) |
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Preferred stock: |
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Common stock: |
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Additional paid in capital |
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Treasury stock, at cost: |
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Common stock to be issued, |
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Accumulated deficit |
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Total Stockholders' Equity (Deficit) |
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Total Liabilities and Stockholders' Equity (Deficit) |
| $ |
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| $ |
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The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 3 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Consolidated Statements of Operations
(Unaudited)
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| Three Months Ended |
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| Nine Months Ended |
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| April 30, |
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Revenues -related party |
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Revenues |
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Total revenues |
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Cost of revenues -related party |
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Cost of revenues |
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Total cost of revenue |
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Gross profit |
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Operating expenses |
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Professional fees |
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General and administration expenses |
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Total operating expenses |
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Net loss from operations |
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Other income (expense) |
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Interest income |
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Interest expense |
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Total other expense |
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Loss from continuing operations before taxes |
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Income tax benefit |
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Loss from continuing operations |
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Discontinued operations: |
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Income from discontinued operations |
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Income from discontinued operations, net of tax |
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Net Loss |
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Loss from continuing operations per common share - basic and diluted |
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Income from discontinued operations per common share - basic and diluted |
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Net loss per common share - basic and diluted |
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Weighted average number of common shares outstanding, basic and diluted |
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The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 4 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)
For the Three and Nine Months Ended April 30, 2025
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| Additional |
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| Common Stock |
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| Common Stock |
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| Paid in |
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| Treasury Stock |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Amount |
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| Amount |
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| Deficit |
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| Total |
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Balance - July 31, 2024 |
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Imputed interest on related party loans |
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Restricted stock - based compensation |
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Stock option compensation |
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| - |
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Net loss for the period |
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Balance - October 31, 2024 |
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Imputed interest on related party loans |
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Issuance common stock for cash |
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Net loss for the period |
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Balance - January 31, 2025 |
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Stock subscriptions for common stock |
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Imputed interest on related party loans |
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Net loss for the period |
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Balance - April 30, 2025 |
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For the Three and Nine Months Ended April 30, 2024
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| Common Stock |
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| Additional |
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| Common Stock |
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| Receivable - |
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| Shares |
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| Amount |
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| Capital |
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| Related parties |
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| Deficit |
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| Total |
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Balance - July 31, 2023 |
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Imputed interest on related party loans |
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Net loss for the period |
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Balance - October 31, 2023 |
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Collected common stock subscription receivable -related parties |
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Imputed interest on related party loans |
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Net loss for the period |
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Balance - January 31, 2024 |
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Issuance of common stock to management for services |
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Issuance common stock - assets acquisition |
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Imputed interest on related party loans |
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Net loss for the period |
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| - |
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| - |
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Balance - April 30, 2024 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ |
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The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 5 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
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| For the |
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| Nine Months Ended |
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| April 30, |
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| 2025 |
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| 2024 |
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Cash Flows from Operating Activities: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Imputed interest on related party loan |
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| ||
Stock-based compensation-management |
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| ||
Stock-based compensation |
|
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Non-cash lease expenses |
|
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|
| ||
Changes in operating assets and liabilities: |
|
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|
Accounts payable and accrued liabilities |
|
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|
| ||
Accounts receivable |
|
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| ||
Accounts payable-related party |
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| ||
Prepaid expenses |
|
| ( | ) |
|
|
| |
Employee advanced |
|
|
|
|
|
| ||
Operating lease liabilities |
|
| ( | ) |
|
|
| |
Net Cash Used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
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|
|
|
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|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Prepaid- assets acquisition |
|
|
|
|
| ( | ) | |
Deposit for license |
|
| ( | ) |
|
|
| |
Net Cash Used in Investing Activities |
|
| ( | ) |
|
| ( | ) |
|
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|
|
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|
Cash Flows from Financing Activities: |
|
|
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|
Proceeds from related party loans |
|
|
|
|
|
| ||
Repayment related party loans |
|
| ( | ) |
|
| ( | ) |
Proceeds from common stock subscription receivable - related party |
|
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|
| ||
Proceeds from common stock to be issued |
|
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|
| ||
Proceeds from common stock issuance |
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|
| ||
Net Cash Provided by Financing Activities |
|
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|
|
| ||
|
|
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|
|
|
|
Net change in cash |
|
|
|
|
| ( | ) | |
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash financing activity |
|
|
|
|
|
|
|
|
Related party debt issued for payments of accounts payable |
| $ |
|
| $ | - |
| |
Issuance common stock for assets acquisition |
| $ |
|
| $ |
| ||
The accompanying notes to the unaudited financial statements are an integral part of these statements.
| 6 |
| Table of Contents |
PANAMERA HOLDINGS CORPORATION
Notes to the Unaudited Interim Consolidated Financial Statements
April 30, 2025
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS
Panamera Holdings Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014.
The Company intended to offer management and consulting services to healthcare organizations but has redirected its efforts to now pursuing business opportunities, including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. To date, the Company’s activities have been limited to its formation and the raising of equity capital and consulting services related to an agreement effective on March 1, 2022, with First DP Ventures, LP dba First Primary Care of Houston, Texas.
On June 2, 2023, The Company’s Board of Directors approved the creation of three wholly owned subsidiaries, named Panamera Metals Corporation, Panamera Technologies Corporation and Panamera Waste Corporation. On July 20, 2023, the three wholly owned subsidiaries were registered in the State of Texas.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2024, as filed with the SEC on January 13, 2025.
Basis of Consolidation
The consolidated financial statements include the accounts of Panamera Holdings Corporation and its wholly owned subsidiaries Panamera Metals Corporation, Panamera Technologies Corporation and Panamera Waste Corporation, collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
| 7 |
| Table of Contents |
Accounts Receivable
Accounts receivables are recorded in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 310, “Receivables.” Accounts receivables are recorded at the invoiced amount or agreement and do not bear interest. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| (i) | Identify the contract, or contracts, with a customer; |
| (ii) | Identify the performance obligations in the contract; |
| (iii) | Determine the transaction price; |
| (iv) | Allocate the transaction price to the performance obligations in the contract; |
| (v) | Recognize revenue when the Company satisfies a performance obligation. |
When the Company enters into a contract, the Company analyses the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as one single event, the sign-off by both parties that current objectives have been achieved. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.
During the nine months ended April 30,2024, the Company had an annual consulting contract that requires a fixed monthly payment of $
During the year ended July 31,2024, the Company changed its business activities from consulting to trade of steel raw material. Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the material transfer from the Company to the customer by issuance invoice according to agreement.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidated financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
| 8 |
| Table of Contents |
For the nine months ended April 30, 2025, and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
|
| Nine Months Ended |
| |||||
|
| April 30 |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
| Shares |
|
| Shares |
| ||
Convertible Debt-related parties |
|
|
|
|
|
| ||
Short term advance payable |
|
|
|
|
| - |
| |
Vested common stock options |
|
|
|
|
| - |
| |
|
|
|
|
|
|
| ||
Recent Accounting Pronouncements
The Company has implemented all the new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated.
Share-Based Compensation
ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company has adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified non-employee share-based payment awards are measured at the grant date.
Leases
ASC 842 supersedes the lease requirements in ASC 840 “Leases” and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.
The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.
| 9 |
| Table of Contents |
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
NOTE 3 - GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of April 30, 2025, the Company has a loss of $
The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – DISCOUNTINED OPERATIONS
On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $
As of April 30, 2025, and July 31,2024, the assets and liabilities of the Company related to Healthcare consulting operations were $0, respectively.
The following is a summary of discontinued operations for the three and nine months ended April 30, 2024:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||
|
| April 30 |
|
| April 30 |
| ||
|
| 2024 |
|
| 2024 |
| ||
Revenues -related party |
| $ |
|
| $ |
| ||
Cost of revenues -related party |
|
|
|
|
|
| ||
Gross Profit |
|
|
|
|
|
| ||
Operating expenses |
|
|
|
|
|
| ||
Income from discontinued operations before income taxes |
|
|
|
|
|
| ||
Income tax benefit |
|
|
|
|
|
| ||
Income from discontinued operations |
| $ |
|
| $ |
| ||
| 10 |
| Table of Contents |
The following is a summary of discontinued cash flow for the nine months ended April 30, 2024:
|
| Nine Months Ended |
| |
|
| April 30 |
| |
|
| 2024 |
| |
Net income |
| $ |
| |
Changes in operating assets and liabilities: |
|
|
|
|
Accounts receivable |
|
|
| |
Net cash provided by operating activities |
| $ |
| |
NOTE 5 - RELATED PARTY TRANSACTIONS
During the nine months ended April 30, 2025, and 2024, related parties financed $
As of April 30, 2025, and July 31, 2024, the Company was obliged for unsecure, non-interest-bearing demand loans to four related parties, with balances of $
During the nine months ended April 30, 2025, and 2024, the Company recognized $
During the nine months ended April 30, 2025 and 2024, the Company recognized and paid $
During the nine months ended April 30, 2025, and 2024, the Company paid $
During the nine months ended April 30, 2025, and 2024, the Company recognized salary of $
On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $
During the nine months ended April 30, 2025, and 2024 the Company generated revenues of $
During the nine months ended April 30, 2025, and 2024, the Company incurred cost of revenues of $
As of April 30, 2025, and July 31, 2024, the Company was obliged for accounts payable to one related party, with balances of $
| 11 |
| Table of Contents |
Note 6 – LEASE
On July 1, 2024, the Company entered into an operating lease for the office, with the term of
For the three and nine months ended April 30, 2025, right-of-use asset and lease information about the Company’s operating lease consist of:
The components of lease expense were as follows:
|
| Three months ended |
|
| Nine months ended |
| ||
|
| April 30, |
|
| April 30, |
| ||
|
| 2025 |
|
| 2025 |
| ||
Operating lease cost |
| $ |
|
| $ |
| ||
Variable lease cost |
|
| ( | ) |
|
|
| |
Total lease cost |
| $ |
|
| $ |
| ||
Supplemental cash flow information related to leases was as follows:
Cash paid for operating cash flows from operating leases |
| $ |
| |
|
|
|
|
|
Weighted-average discount rate — operating leases |
|
| % | |
Weighted-average remaining lease term - operating leases (year) |
|
|
|
Supplemental balance sheet information related to leases consists of:
|
| April 30, |
| |
|
| 2025 |
| |
Operating lease right-of-use asset |
| $ |
| |
Operating lease liabilities: |
|
|
|
|
Current portion |
|
|
| |
Non-current portion |
|
|
| |
|
| $ |
| |
The following table outlines the maturities of our lease liabilities as of April 30, 2025:
Year ending Jul 31, |
|
|
| |
2025 (excluding the nine months ended April 30, 2025) |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
| |
Less imputed interest |
|
| ( | ) |
Operating lease liabilities |
| $ |
| |
| 12 |
| Table of Contents |
NOTE 7 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized
Common Stock
The Company has authorized
On November 1, 2024, an investor purchased
As of April 30, 2025, and July 31, 2024, there were
Treasury Stock
The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company at par value. As of April 30, 2025, and July 31, 2024, the Company had
Common stock to be issued
During the nine months ended April 30, 2025, the Company entered into three subscription agreements for
Stock Option
On June 17, 2024, the Company entered into an engagement agreement with an officer and granted stock option of
The following is a summary of the change in stock option during the nine months ended April 30, 2025:
|
| Options Outstanding |
|
| Weighted Average |
| ||||||
|
| Number of |
|
| Weighted Average |
|
| Remaining life |
| |||
|
| Options |
|
| Exercise Price |
|
| (years) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Outstanding, July 31, 2024 |
|
|
|
| $ |
|
|
|
| |||
Granted |
|
| - |
|
|
|
|
|
| - |
| |
Exercised |
|
| - |
|
|
|
|
|
| - |
| |
Forfeited/cancelled |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Outstanding, April 30, 2025 |
|
|
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable options, April 30, 2025 |
|
|
|
| $ |
|
|
|
| |||
The intrinsic value of the options as of April 30, 2025, is $
The Company determined the stock option to be an equity instrument, to be valued as a level 3 fair value financial instrument valued on a non-recurring basis and utilized the Black-Scholes valuation model.
| 13 |
| Table of Contents |
The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility is based on the historical stock price volatility of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Expected term is calculated using a simplified method for plan vanilla options.
The Company utilized the following assumptions on grant date of June 17,2024:
Expected term |
|
| ||
Expected average volatility |
|
| % | |
Expected dividend yield |
|
| - |
|
Risk-free interest rate |
|
| % | |
NOTE 8 – CONCENTRATION
As of April 30, 2025, and July 31,2024 and for nine months ended April 30, 2025 and 2024, customer and supplier concentrations (more than 10%) were as follows:
Revenue and accounts receivable
Revenue
|
| Percentage of Revenue |
|
| Percentage of |
| ||||||||||
|
| Nine Months Ended |
|
| Accounts Receivable |
| ||||||||||
|
| April 30 |
|
| April 30 |
|
| July 31 |
| |||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Customer A-related party |
|
| % |
|
| - |
|
|
| - |
|
|
| - |
| |
Customer B |
|
| % |
|
| - |
|
|
| - |
|
|
| - |
| |
Total (as a group) |
|
| % |
|
| - |
|
|
| - |
|
|
| - |
| |
Discontinue Revenue
On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly fee of $
Cost of Revenue
|
| Percentage of Purchase |
|
| Percentage of |
| ||||||||||
|
| Nine Months Ended |
|
| Accounts payable for purchase |
| ||||||||||
|
| April 30 |
|
| April 30 |
|
| July 31 |
| |||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2023 |
| ||||
Supplier A-related party |
|
| % |
|
| - |
|
|
| % |
|
| - |
| ||
Supplier B |
|
| % |
|
| - |
|
|
| % |
|
| - |
| ||
Supplier C |
|
| % |
|
| - |
|
|
| - |
|
|
| - |
| |
Supplier D |
|
| % |
|
| - |
|
|
| - |
|
|
| - |
| |
Total (as a group) |
|
| % |
|
| - |
|
|
| % |
|
| - |
| ||
| 14 |
| Table of Contents |
Discontinue Cost of Revenue
During the nine ended April 30, 2024, the discontinues cost of revenue of $
NOTE 9 – COMMITMENTS AND CONTINGENCIES
On December 3, 2024,
From time to time the Company may become a party to litigation matters involving claims against the Company.
Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.
NOTE 10 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation unless noted below, no material events have occurred that require disclosure.
On May 8, 2025, the Company issued
On May 9, 2025, the Company entered into a binding Letter of Intent “LOI” with an entity” Target” for acquisition license of Target’s innovation systems for use along pursuing strategic partnership and merger of the Company and Target. The Company will have a license to Target’s system technology for carbon conversion to fullerenes and nanotubes. The consideration price are (i) license fee is one - time up-from payment of minimum $3M and up to $5M as mutually agreed, (ii) ongoing license fee of 25% of the net income generated by Target and (iii) grant of 20,000,000 shares of restricted common stock of the Company. These terms are subject to change as mutually agreed to. The two company’s goal is to complete the transaction by June 30, 2025.
| 15 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our Company” mean Panamera Holdings Corporation, unless otherwise indicated.
General Overview
We were incorporated under the laws of the State of Nevada on May 20, 2014. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized common stock from 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001per share. Prior management intended to offer management and consulting services to healthcare organizations, but current management have redirected our efforts now to pursuing business opportunities including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration.
We have since changed our focus to looking for other business opportunities to implement and/or operating companies with which to engage in a business combination as described above. .
Our address is 2000 West Loop South, Suite 1820 Houston, Texas telephone number is (713) 878-7200.
We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
| 16 |
| Table of Contents |
Plan of Operations and Cash Requirements
We are no longer attempting to implement our original business plan. We now intend to look for other business opportunities to implement and/or operating companies with which to engage in a business combination including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. Our focus will be on achieving long-term growth potential.
The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. While the Company has limited assets and minimal operating revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities and/or combinations in in any type of business, industry or geographical location. In its efforts, the Company will consider the following kinds of factors:
| (a) | potential for growth, indicated by new technology, anticipated market expansion or new products. |
|
|
|
| (b) | competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole. |
|
|
|
| (c) | strength and diversity of management, either in place or scheduled for recruitment. |
|
|
|
| (d) | capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources. |
|
|
|
| (e) | the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials. |
|
|
|
| (f) | the extent to which the business opportunity can be advanced; and |
|
|
|
| (g) | the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items. |
In applying the foregoing criteria, not one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing the implementation of any opportunities and/or business combinations.
Results of Operations
The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the period ended April 30, 2025, which are included herein.
Our operating results for the nine months ended April 30, 2025, and 2024 and the changes between those periods for the respective items are summarized as follows.
Results of Operations for the three months ended April 30, 2025, and 2024
|
| Three Months Ended |
|
|
|
| ||||||
|
| April 30, |
|
|
|
| ||||||
|
| 2025 |
|
| 2024 |
|
| Changes |
| |||
Revenues |
| $ | 109,601 |
|
| $ | - |
|
| $ | 109,601 |
|
Cost of revenues |
|
| 99,574 |
|
|
| - |
|
|
| 99,574 |
|
Operating expenses |
|
| 125,490 |
|
|
| 7,509,020 |
|
|
| (7,383,530 | ) |
Other expenses |
|
| 347 |
|
|
| 1,272 |
|
|
| (925 | ) |
Net loss from continuing operations |
| $ | 115,810 |
|
| $ | 7,510,292 |
|
| $ | (7,394,482 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
| - |
|
|
| 1,199 |
|
|
| (1,199 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | 115,810 |
|
| $ | 7,509,093 |
|
| $ | (7,393,283 | ) |
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| Table of Contents |
During the three months ended April 30, 2025, and 2024, we generated $109,601 and $0 of revenues, respectively. The revenues are related to sales of raw material.
During the three months ended April 30, 2025, and 2024, the cost of revenues was $99,574 and $0, respectively. The cost of revenues is related to cost of raw material, handling and transportation.
Operating expenses for the three months ended April 30, 2025, and 2024 were $125,490 and $7,509,020, respectively. For the three months ended April 30, 2025, and 2024, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $25,577 and $7,537, stock-based compensation of $0 and $7,500,000 related to issuance 5.000,000 shares of common stock for a new employee and general and administrative expenses of $99,913 and $1,483, respectively.
Other expenses for the three months ended April 30, 2025, and 2024, represent primarily interest expenses of $988 and $1,315 to our CEO, on funds advanced to the Company, cancellation other interest expenses of $88 and $0 and interest income of $553 and $43, respectively
Results of Operations for the nine months ended April 30, 2025, and 2024
|
| Nine Months Ended |
|
|
|
| ||||||
|
| April 30, |
|
|
|
| ||||||
|
| 2025 |
|
| 2024 |
|
| Changes |
| |||
Revenues |
| $ | 192,400 |
|
| $ | - |
|
| $ | 192,400 |
|
Cost of revenues |
|
| 138,817 |
|
|
| - |
|
|
| 138,817 |
|
Operating expenses |
|
| 356,295 |
|
|
| 7,616,018 |
|
|
| (7,259,723 | ) |
Other expenses |
|
| 4,174 |
|
|
| 1,638 |
|
|
| 2,536 |
|
Net loss from continuing operations |
| $ | 306,886 |
|
| $ | 7,617,656 |
|
| $ | (7,310,770 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
| - |
|
|
| 3,924 |
|
|
| (3,924 | ) |
Income from discontinued operations, net of tax |
| $ | - |
|
| $ | 3,924 |
|
| $ | (3,924 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | 306,886 |
|
| $ | 7,613,732 |
|
| $ | (7,306,846 | ) |
During the nine months ended April 30, 2025, and 2024, we generated $192,400 and $0 of revenues, respectively. The revenues are related to sales of raw material.
| 18 |
| Table of Contents |
During the nine months ended April 30, 2025, and 2024, the cost of revenues was $138,817 and $0, respectively. The cost of revenues is related to cost of raw material, handling and transportation.
Operating expenses for the nine months ended April 30, 2025, and 2024 were $356,595 and $7,616,018, respectively.
For the nine months ended April 30, 2025, and 2024, the operating expenses were primarily attributed to stock-based compensation of $13,482 and $7,500,000 related to stock option for a new employee and issuance 5.000,000 shares of common stock for a new employee, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $52,229 and $54,021 and general and administrative expenses of $290,584 and $61,997, respectively.
Other expenses for the nine months ended April 30, 2025, and 2024, represent primarily interest expenses of $4,750 and $2,659 to our CEO, on funds advanced to the Company, other interest expenses of $58 and $0 and interest income of $634 and $1,021, respectively
Discontinued Operations
On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $8,333, with First DP Ventures, LP. On March 29, 2024, the consulting agreement was terminated, and the Company implemented a plan to divest the Healthcare consulting to focus its resources on the new operations.
Liquidity and Capital Resources
Balance Sheet Data:
|
| April 30, 2025 |
|
| July 31, 2024 |
| ||
Cash |
| $ | 150,274 |
|
| $ | 1,838 |
|
Current Assets |
|
| 195,300 |
|
|
| 1,838 |
|
Current Liabilities |
|
| 230,373 |
|
|
| 219,011 |
|
Working Capital (Deficiency) |
| $ | (35,073 | ) |
| $ | (217,173 | ) |
As of April 30, 2025, our current assets were $195,300 and our current liabilities were $230,373 which resulted in working capital deficiency of $35,073. As of April 30, 2025, current assets were comprised of $150,274 in cash, $26 in prepaid expenses and $45,000 deposit for license compared to $1,838 in cash as of July 31, 2024. As of April 30, 2025, current liabilities were comprised of $159,456 in accounts payable and accrued liabilities, $1,650 in accounts payable -related party, $11,653 in short term advance payable, $12,889 in due to related parties and $44,725 in operating lease liabilities - current portion, compared to $104,061 in accounts payable and accrued liabilities $11,653 in short-term advances payable, $64,495 in due to related parties and $38,802 in operating lease liabilities - current portion as of July 31, 2024.
As of April 30, 2025, our working capital decreased by $182,100 from a $217,173 working capital deficiency on July 31, 2024, to $35,073 of working capital deficiency on April 30, 2025, primarily due to an increase in current assets of $193,462 offset by an increase in current liabilities of $11,362.
Cash Flow Data:
|
| Nine Months Ended |
|
|
|
| ||||||
|
| April 30, |
|
|
|
| ||||||
|
| 2025 |
|
| 2024 |
|
| Changes |
| |||
Cash Flows used in Operating Activities |
| $ | (208,561 | ) |
| $ | (94,736 | ) |
| $ | (113,825 | ) |
Cash Flows used in Investing Activities |
| $ | (45,000 | ) |
| $ | (48,000 | ) |
| $ | 3,000 |
|
Cash Flows provided by Financing Activities |
| $ | 401,997 |
|
| $ | 27,149 |
|
| $ | 374,848 |
|
Net Change in Cash During Period |
| $ | 148,436 |
|
| $ | (115,587 | ) |
| $ | 264,023 |
|
| 19 |
| Table of Contents |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine months ended April 30, 2025, net cash flows used in operating activities were $208,561 consisting of a net loss of $306,886, reduced by imputed interest on related parties’ loan of $4,750, stock-based compensation of $13,482, non-cash lease expenses of $1,677 and a net change in working capital of $78,416.
For the nine months ended April 30, 2024, net cash flows used in operating activities were $94,736, consisting of a net loss of $7,613,732, reduced by imputed interest on related parties’ loan of $2,659, stock - based compensation of $7,500,000 and a net change in working capital of $16,337.
Cash Flows from Investing Activities
During the nine months ended April 30, 2025, and 2024, the Company prepaid $ 45,000 and $48,000 for license, respectively.
Cash Flows from Financing Activities
We have financed our operations with loans from a related party. For the nine months ended April 30,2025 and 2024, we received $0 and $58,500 from advances to pay certain operation expenses from related party loans, and repaid $73,003 and $33,351 to the related party, respectively.
During the nine months ended April 30, 2024, we received $2,000 from common stock subscription receivable -related party.
During the nine months ended April 30, 2025, we received $475,000 from four investors for purchasing 950,000 shares of restricted common stock of the Company at a price of $0.50 per share.
Going Concern
As of April 30, 2025, our company had a net loss of $306,886 and generated $192,400 in revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2025. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
| 20 |
| Table of Contents |
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:
The Company has no formal control process related to the identification and approval of related party transactions.
Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedure
A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the nine months ended April 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 21 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our Company. To date, our Company has never been involved in litigation, as either a party or a witness, nor has our Company been involved in any legal proceedings commenced by any regulatory agency against our Company.
Item 1A. Risk Factors.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 8, 2024, the Company entered into a binding Purchase Agreement for Membership Interests with AusTex Aggregates LLC (“AA”) and the owner of 100% of the issued and outstanding Membership Interests of AA. By the terms of the agreement, the parties closed the Purchase Agreement on October 1,2024 with the exchange of 2,750,000 Shares of restricted common stock from the treasury of the Company to the AA’s Member, and the delivery of 100% of the Membership Interests by AA’s Member to the Company. On October 1,2024, the Company issued 2,750,000 shares of common stock as treasury stock, valued $2,282,500 based on market price at grant date. On January 17,2025, The Company and “AA” agreed to discontinue the Purchase Agreement for Membership Interests, and 2,750,000 shares of restricted common stock were returned and cancelled at January 31,2025.
On November 1, 2024, an investor purchased 100,000 shares of restricted common stock of the Company at a price of $0.50 per share for cash in amount of $50,000. The Company issued 100,000 shares of common stock on November 5,2024.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
| 22 |
| Table of Contents |
Item 6. Exhibits.
The following exhibits are included as part of this report:
Exhibit Number | Description | |
(3) | Articles of Incorporation and Bylaws | |
(14) | Code of Ethics | |
(31) | Rule 13a-14 (d)/15d-14d) Certifications | |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002 | ||
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002 | |
(32) | Section 1350 Certifications | |
101* | Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. | |
104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
___________
* | Filed herewith. |
** | Furnished herewith. |
| 23 |
| Table of Contents |
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.
| PANAMERA HOLDINGS CORPORATION | ||
| (Registrant) |
| |
|
|
|
|
Dated: June 13, 2025 | /s/ T. Benjamin Jennings | ||
|
| T. Benjamin Jennings |
|
|
| President, Chief Executive Officer and Director |
|
|
| (Principal Executive Officer) |
|
| 24 |