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 | |
For the quarterly period ended | |
or | |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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) |
(
(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 | ||
|
| 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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| 2026 |
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| 2025 |
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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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Accounts receivable |
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Total Current Assets |
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Non-Current Assets: |
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Deposit for rent |
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Deposit for license |
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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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Short term advance payable |
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Due to related party |
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Note payable, 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' 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' 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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| For the |
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| For the |
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| Three Months Ended |
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| Nine Months Ended |
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| April 30, |
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| April 30, |
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| 2026 |
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| 2025 |
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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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Research and development expenses |
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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 operations before taxes |
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Income tax benefit |
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Loss from operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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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, 2026
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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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| to be issued |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Deficit |
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| Total |
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Balance - July 31, 2025 |
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| $ |
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| $ |
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Issuance common stock for subscription |
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| - |
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Issuance common stock for cash |
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| - |
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| - |
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Stock subscriptions for common stock |
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| - |
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Imputed interest on related party loans |
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| - |
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| - |
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| - |
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Restricted common stock for license acquisition |
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| - |
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| - |
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Net loss for the period |
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| - |
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| - |
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| - |
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Balance - October 31, 2025 |
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Issuance common stock for subscription |
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| - |
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Net loss for the period |
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| - |
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| - |
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Balance - January 31, 2026 |
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Net loss for the period |
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| - |
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| - |
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Balance - April 30, 2026 |
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| $ |
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| $ |
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| $ | ( | ) |
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| - |
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| $ | ( | ) | ||||
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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| to be issued |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Shares |
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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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| - |
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Restricted stock-based compensation |
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| - |
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| - |
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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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| - |
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Imputed interest on related party loans |
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| - |
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| - |
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Issuance common stock for cash |
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| - |
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| - |
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Net loss for the period |
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| - |
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| - |
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Balance - January 31, 2025 |
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| - |
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Stock subscriptions for common stock |
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| - |
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| - |
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Imputed interest on related party loans |
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| - |
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| - |
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| - |
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Net loss for the period |
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| - |
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| - |
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| - |
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Balance - April 30, 2025 |
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| $ |
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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)
|
| For the |
| |||||
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| Nine Months Ended |
| |||||
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| April 30, |
| |||||
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| 2026 |
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| 2025 |
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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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Research and development expenses |
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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 |
|
|
|
|
|
| ||
Accounts payable-related party |
|
|
|
|
|
| ||
Accounts receivable |
|
| ( | ) |
|
|
| |
Prepaid expenses |
|
|
|
|
| ( | ) | |
Operating lease liabilities |
|
| ( | ) |
|
| ( | ) |
Accrued interest - related party |
|
|
|
|
|
| ||
Net Cash Used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Deposit for license |
|
|
|
|
| ( | ) | |
Net Cash Used in Investing Activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Proceeds from related party loans |
|
|
|
|
|
| ||
Repayment related party loans |
|
| ( | ) |
|
| ( | ) |
Repayment note payable -related party |
|
| ( | ) |
|
|
| |
Proceeds from common stock to be issued |
|
|
|
|
|
| ||
Proceeds from common stock issuance |
|
|
|
|
|
| ||
Net Cash Provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
Reclassified cash deposits for license to note payable -related party |
| $ |
|
| $ |
| ||
License acquired with related party debt and stock issuance |
| $ |
|
| $ |
| ||
Issuance common stock for subscription |
| $ |
|
| $ |
| ||
Related party debt issued for payment of accounts payable |
| $ |
|
| $ |
| ||
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, 2026
NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS
Panamera Holdings Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014. It is based in Houston, TX. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized shares of common stock from
The Company are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies led by innovation with integration. The Company’s activities have been limited to its formation and specializing in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy production.
On August 1, 2025, the Company entered into a license agreement with Rain Cage Carbon, Inc. (“Rain Cage”) for securing exclusive rights to the innovative systems of Rain Cage for use in the U.S and Mexico, including groundbreaking carbon conversion and clean energy technologies. This will enhance abilities to raise equity capital and specializing in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy production.
On June 2, 2023,
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, 2025, as filed with the SEC on November 25, 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. The company recognizes the revenue of steel raw material 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.
For the nine months ended April 30, 2026, and 2025, 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 |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
| Shares |
|
| Shares |
| ||
Convertible Debt-related parties |
|
|
|
|
|
| ||
Short term advance payable |
|
|
|
|
|
| ||
Unvested common stock option |
|
|
|
|
|
| ||
Note payable -related party |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
| 8 |
| Table of Contents |
Concentrations of Credit Risk
The Company’s consolidated financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Financial Instruments and Fair Value Measurements
The Company follows ASC 820, “Fair Value Measurements and Disclosures,” on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:
| ● | Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. |
|
|
|
| ● | Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. |
|
|
|
| ● | Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. |
Recent Accounting Pronouncements
The Company has implemented all 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.
In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2024. The Company adopted ASU No. 2023-07 during the period ended April 30, 2026. The pronouncement had no material impact on the Company’s financials.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
| 9 |
| Table of Contents |
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
Segment Information
Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews consolidated financial information for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.
Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Consolidated Statements of Operations. Total assets on the Balance Sheets represent our segment assets. Total revenue and net loss represent our 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 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.
License Technology
The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized as an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. Assets acquired as part of an asset acquisition that are considered to be in-Process Research and Development (IPR&D) are immediately expensed unless there is an alternative future use in other research and development projects.
| 10 |
| Table of Contents |
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.
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, 2026, 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 – ACQUISITION OF LICENSED TECHNOLOGY
On August 1, 2025, the Company entered into a Head License Agreement “Agreement” with an entity” Target” for acquisition a license to certain technologies 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 license fees agreed
| 11 |
| Table of Contents |
During the year ended July 31, 2025, the Company made deposits of $
On August 1, 2025, the Company issued
The Company recognized the fair value of license agreement with consideration of value of
The transaction was accounted for as an asset acquisition of in- Process Research and Development (IPR&D) with no alternative future use. The Company recognized the entire amount of the consideration of $
NOTE 5 – PROMISSORY NOTE -RELATED PARTY
Pursuant to license agreement dated August 1, 2025 (Note 4), the Company entered into a promissory note agreement for payment of up-front license fee of $
During the nine months ended April 30, 2026 and the year ended July 31, 2025, the Company repaid due of $
As of April 30, 2026, the Company has promissory note payable of $
NOTE 6 - RELATED PARTY TRANSACTIONS
On June 13, 2024, the Company entered into an employment agreement with Juan Juarez for the position of Senior Vice President of Finance with an annual salary of $
During the nine months ended April 30, 2026, and 2025 related parties financed $
During the nine months ended April 30, 2026, and 2025, the Company recognized $
During the nine months ended April 30, 2026, and 2025, the Company recognized salary of $
During the nine months ended April 30, 2026, and 2025, the Company recognized and paid $
During the nine months ended April 30, 2026, and 2025, the Company recognized salary of $
During the nine months ended April 30, 2026, and 2025, the Company generated revenues of $
| 12 |
| Table of Contents |
During the nine months ended April 30, 2026, and 2025, the Company incurred cost of revenues of $
Pursuant to terms and condition license agreement dated August 1, 2025 (Note 4), the Company entered into a promissory note agreement of $
As of April 30, 2026, and July 31, 2025, the Company was obliged for unsecure, non-interest-bearing demand loans to a related party, with balances of $
Note 7 – 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, 2026, and 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, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Operating lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Variable lease cost |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| |
Total lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Supplemental cash flow information related to leases was as follows:
|
| Nine Months Ended |
| |||||
|
| April 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
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 |
|
| July 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Operating lease right-of-use asset |
| $ |
|
| $ |
| ||
Operating lease liabilities: |
|
|
|
|
|
|
|
|
Current portion |
|
|
|
| $ |
| ||
Non-current portion |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 13 |
| Table of Contents |
The following table outlines the maturities of our lease liabilities as of April 30, 2026:
Year ending Jul 31, |
|
|
| |
2026 (excluding the nine months ended April 30, 2026) |
| $ |
| |
2027 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
| |
Less imputed interest |
|
| ( | ) |
Operating lease liabilities |
| $ |
| |
NOTE 8 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has authorized
Common Stock
The Company has authorized
During nine months ended April 30, 2025, the Company issued
During the nine months ended April 30, 2026, the Company issued
During the nine months ended April 30, 2026, the Company issued
During the nine months ended April 30, 2026, the Company issued
As of April 30, 2026, and July 31, 2025, 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, 2026, and July 31, 2025, the Company had
Restricted Stock
On June 17, 2024, the Company entered into an engagement agreement with a director and granted
Stock Option
On June 17, 2024, the Company entered into an engagement agreement with an officer and granted stock option of
| 14 |
| Table of Contents |
The following is a summary of the change in stock option during the nine months ended April 30, 2026:
|
| Options Outstanding |
|
| Weighted Average |
| ||||||
|
| Number of |
|
| Weighted Average |
|
| Remaining life |
| |||
|
| Options |
|
| Exercise Price |
|
| (years) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Outstanding, July 31, 2025 |
|
|
|
| $ |
|
|
|
| |||
Granted |
|
|
|
|
|
|
|
| - |
| ||
Exercised |
|
|
|
|
|
|
|
| - |
| ||
Forfeited/canceled |
|
|
|
|
|
|
|
| - |
| ||
Outstanding, April 30, 2026 |
|
|
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable options, April 30, 2026 |
|
|
|
| $ |
|
|
|
| |||
The intrinsic value of the options as of April 30, 2026, 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.
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 plain 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 9 – CONCENTRATION
As of April 30, 2026, and July 31, 2025 and for nine months ended April 30, 2026, and 2025, 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 |
| |||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Customer A -related party |
|
| - |
|
|
| % |
|
| - |
|
|
| - |
| |
Customer B |
|
| - |
|
|
| % |
|
| - |
|
|
| - |
| |
Customer C |
|
| % |
|
| - |
|
|
| % |
|
| - |
| ||
Customer D |
|
| - |
|
|
| % |
|
| % |
|
| % | |||
Total (as a group) |
|
| % |
|
| % |
|
| % |
|
| % | ||||
| 15 |
| Table of Contents |
Cost of Revenue
|
| Percentage of Purchase |
|
| Percentage of |
| ||||||||||
|
| Nine Months Ended |
|
| Accounts Payable for Purchase |
| ||||||||||
|
| April 30 |
|
| April 30 |
|
| July 31 |
| |||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Supplier A -related party |
|
| - |
|
|
| % |
|
| - |
|
|
| - |
| |
Supplier B |
|
| - |
|
|
| % |
|
| - |
|
|
| - |
| |
Supplier C |
|
| - |
|
|
| % |
|
| - |
|
|
| - |
| |
Supplier D |
|
| - |
|
|
| % |
|
| % |
|
| - |
| ||
Supplier E |
|
| % |
|
| - |
|
|
| % |
|
| - |
| ||
Supplier F |
|
| - |
|
|
| - |
|
|
| % |
|
| % | ||
Total (as a group) |
|
| % |
|
| % |
|
| % |
|
| % | ||||
NOTE 10 – COMMITMENTS AND CONTINGENCIES
From time to time the Company may become a party to litigation matters involving claims against the Company.
We are aware that Jeffrey Kilgore filed a lawsuit on August 28, 2025, in Jefferson County, Texas. Cause No. 25DCCV1693, Jefferson County, Texas; Jeff Kilgore vs. Panamera Holdings Corporation; the Plaintiff is claiming he is owed certain shares in compensation for services. This claim is disputed and without merit. The Opposing counsel is deciding whether or not to move forward with the suit. We've agreed not to cancel Kilgore's shares while the suit is pending. The case is set for trial next February 4, 2027. At this point an estimate for possible range of loss cannot be made. The company believes this is without merit, and we intend to vigorously defend against it.
NOTE 11 – 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.
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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 shares from 200,000,000 shares to 600,000,000 shares, par value $0.0001per share, of which 550,000,000 were common stock and 50,000,000 preferred stock.
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. To date, the Company’s activities have been limited to its formation and the raising of equity capital and providing consulting services and activities in the scrap metal business.
Effective April 30, 2026, T. Benjamin Jennings will no longer serve as Chief Executive Officer of Panamera Holdings Corporation.Mr. Jennings will continue to serve as Non-Executive Chairman of the Board of the Company. This change will be essential as Panamera moves forward implementing the strategic combination with Rain Cage Carbon, Inc. Effective June 15, 2026 T, Benjamin Jennings will no longer serve as Chairman of the Board of Directors of the Company.
Effective April 30, 2026, Cristopher Proler will no longer serve as President and Board Member of Panamera Holdings.
Effective June 15, 2026, Blair Aiken is elected by the Board of Directors to serve as President and interim CEO of the Company.Mr. Aiken will also be named as a Board Member and Chairmen of the Board for the Company. The addition of Mr. Aiken will be a driving force as Panamera moves forward implementing the strategic combination with Rain Cage Carbon, Inc.
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For the time being The Board of Directors will cover these positions while searching for candidates who have the expertise to provide and execute a new vision for Panamera Holdings.
Our Current Business
We are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies led by innovation with integration. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge with us. On August 1, 2025, we entered into an agreement with Rain Cage Carbon, Inc. to provide carbon capture capabilities to coal and other types of energy plants. This will enhance abilities to raise equity capital and specializing in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy production.
Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.
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 quarter 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.
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. |
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| (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. |
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| (c) | strength and diversity of management, either in place or scheduled for recruitment. |
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| (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. |
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| (e) | the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials. |
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| (f) | the extent to which the business opportunity can be advanced; and |
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| (g) | the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items. |
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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, 2026, which are included herein.
Our operating results for the nine months ended April 30, 2026, and 2025 and the changes between those periods for the respective items are summarized as follows.
Results of Operations for the three months ended April 30, 2026, and 2025
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| Three Months Ended |
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| April 30, |
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| 2026 |
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| 2025 |
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| Changes |
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Revenues |
| $ | - |
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| $ | 109,601 |
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| $ | (109,601 | ) |
Cost of revenues |
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| - |
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| 99,574 |
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| (99,574 | ) |
Operating expenses |
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| 69,890 |
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| 125,490 |
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| (55,600 | ) |
Other expenses |
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| 46,625 |
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| 347 |
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| 46,278 |
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Net loss from continuing operations |
| $ | 116,515 |
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| $ | 115,810 |
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| $ | 705 |
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During the three months ended April 30, 2026, and 2025, we generated $0 and $109,601 revenues related to sales of raw materials, respectively. During the three months ended April 30, 2026, and 2025, the revenues consist of $0 and $40,259 sales of raw material to a company controlled by a related party, respectively.
During the three months ended April 30, 2026, and 2025, the cost of revenues was $0 and $99,574 related to raw material, handling and transportation, respectively. During the three months ended April 30, 2026, and 2025, the cost of revenues -related party was nil, respectively.
Operating expenses for the three months ended April 30, 2026, and 2025 were $69,890 and $125,490, respectively. For the three months ended April 30, 2026, and 2025, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $29,662 and $25,577 and general and administrative expenses of $40,228 and $99,913, respectively.
Other expenses for the three months ended April 30, 2026, and 2025 represent primarily interest expenses of $0 and $988 to our related parties, on funds advanced to the Company, interest expenses of $46,655 and $0 in connection with note payable, cancellation other interest expenses of $0 and $88 and interest income of $30 and $553, respectively.
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Results of Operations for the nine months ended April 30, 2026, and 2025
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| Nine Months Ended |
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| April 30, |
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| 2026 |
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| 2025 |
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| Changes |
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Revenues |
| $ | 139,500 |
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| $ | 192,400 |
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| $ | (52,900 | ) |
Cost of revenues |
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| 54,900 |
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| 138,817 |
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| (83,917 | ) |
Operating expenses |
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| 153,848,589 |
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| 356,295 |
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| 153,492,294 |
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Other expenses |
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| 142,701 |
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| 4,174 |
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| 138,527 |
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Net loss |
| $ | 153,906,690 |
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| $ | 306,886 |
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| $ | 153,599,804 |
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During the nine months ended April 30, 2026, and 2025, we generated $139,500 and 192,400 revenues related to sales of raw materials, respectively. During the nine months ended April 30, 2026, and 2025, the revenues consist of $0 and $115,153 sales of raw material to a company controlled by a related party, respectively.
During the nine months ended April 30, 2026, and 2025, the cost of revenues was $54,900 and $138,817 related to raw material, handling and transportation, respectively. During the nine months ended April 30, 2026, and 2025, the cost of revenues consists of $0 and $20,750 related to purchase of raw material from a company controlled by a related party, respectively.
Operating expenses for the nine months ended April 30, 2026, and 2025 were $153,848,589 and $356,295, respectively. For the nine months ended April 30, 2026, and 2025, the operating expenses were primarily attributed to research and development expenses of $153,400,000 and $0, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $99,085 and $52,229 and general and administrative expenses of $349,504 and $304,066, respectively.
Pursuant to acquisition of licensed technology agreement dated August 1, 2025, the Company accounted for the transaction of an asset acquisition in process research & development (IPR&D) with no alternative future use. The Company recognized the entire amount of the consideration of $153,400,000 as research and development expenses upon closing the transaction
Other expenses for the nine months ended April 30, 2026, and 2025, represent primarily interest expenses of $146 and $4,750 to our related parties, on funds advanced to the Company, interest expenses of $144,325 and $0 in connection with note payable, other interest expenses of $0 and $58 and interest income of $1,770 and $634, respectively.
Liquidity and Capital Resources
Balance Sheet Data:
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| April 30, 2026 |
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| July 31, 2025 |
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Cash |
| $ | 46 |
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| $ | 85,980 |
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Current Assets |
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| 62,365 |
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| 95,424 |
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Current Liabilities |
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| 4,342,438 |
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| 155,355 |
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Working Capital (Deficiency) |
| $ | (4,280,073 | ) |
| $ | (59,931 | ) |
As of April 30, 2026, our current assets were $62,365 and our current liabilities were $4,342,438 which resulted in working capital deficiency of $4,280,073. As of April 30, 2026, current assets were comprised of $46 in cash, $5,276 in prepaid expenses and $57,043 in accounts receivable compared to $85,980 in cash, $6,901 in prepaid expenses and $2.543 in accounts receivable as of July 31, 2025.
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As of April 30, 2026, current liabilities were comprised of $362,924 in accounts payable and accrued liabilities, $11,653 in short - term advance payable, $27,700 in due to related parties, $35,306 in operating lease liabilities , and $3,904,855 in note payable -related party compared to $91,206 in accounts payable and accrued liabilities $11,653 in short-term advances payable, $7,111 in due to related parties and $45,385 in operating lease liabilities - current portion as of July 31, 2025.
As of April 30, 2026, our working capital (deficiency) increased by $4,220,142 from a $59,931 working capital deficiency at July 31, 2025, to $4,280,073 of working capital deficiency at April 30, 2026, primarily due to a decrease in current assets of $33,059 and an increase in current liabilities of $4,187,083.
Cash Flow Data:
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| Nine Months Ended |
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| April 30, |
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| 2026 |
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| 2025 |
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| Changes |
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Cash Flows used in Operating Activities |
| $ | (286,023 | ) |
| $ | (208,561 | ) |
| $ | (77,462 | ) |
Cash Flows used in Investing Activities |
| $ | - |
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| $ | (45,000 | ) |
| $ | 45,000 |
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Cash Flows provided by Financing Activities |
| $ | 200,089 |
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| $ | 401,997 |
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| $ | (201,908 | ) |
Net Change in Cash During Period |
| $ | (85,934 | ) |
| $ | 148,436 |
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| $ | (234,370 | ) |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine months ended April 30, 2026, net cash flows used in operating activities were $286,023, consisting of a net loss of $153,906,690, reduced by research and development expenses -license of $153,400,000, imputed interest on related party’s loan of $146, non-cash lease expenses of $31,466 and a net change in working capital of $189,055.
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 $29,542 and a net change in working capital of $50,551.
Cash Flows from Investing Activities
For the nine months ended April 30, 2026, and 2025, the Company prepaid $0 and $45,000 for license, respectively
Cash Flows from Financing Activities
We have financed our operations with loans from related parties and stock subscription.
For the nine months ended April 30, 2026 and 2025, we received $27,700 and $0 from advances to pay certain operation expenses from related party loans, and repaid $7,111 and $73,003 to the related party, respectively.
During the nine months ended April 30, 2025, we received an aggregate amount of $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.
During nine months ended April 30, 2026, we received an aggregate amount of $535,000 from two investors for purchasing 101,074 shares of restricted common stock of the Company at a price of $3.50 -$5.49 per share.
During the nine months ended April 30, 2026, we repaid partial note payable for amount of $355,500.
Going Concern
As of April 30, 2026, our company had a net loss of $153,906,690 and an accumulated deficit of $177,210,809. 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, 2026. 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 conditions 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.
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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.
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, 2026. 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, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 aware that Jeffrey Kilgore filed a lawsuit on August 28, 2025, in Jefferson County, Texas. Cause No. 25DCCV1693, Jefferson County, Texas; Jeff Kilgore vs. Panamera Holdings Corporation; the Plaintiff is claiming he is owed certain shares in compensation for services. This claim is disputed and without merit. The Opposing counsel is deciding whether or not to move forward with the suit. We've agreed not to cancel Kilgore's shares while the suit is pending. The case is set for trial next February 4, 2027. At this point an estimate for possible range of loss cannot be made. The company believes this is without merit, and we intend to vigorously defend against it.
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.
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 1, 2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition (Financial Statements, Note 4).
On August 1, 2025, the Company entered into a Head License Agreement “Agreement” 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 license fees agreed (i) one - time up-front payment of $4,900,000, (ii) ongoing license fee of 25% of the net income generated from license’s activities (iii) grant of 27,000,000 shares of restricted common stock of the Company. On August 1, 2025, the Company issued 27,000,000 shares of restricted common stock in connection with executed the license acquisition and it was valued at $ 148,500,000.
On September 4, 2025, the Company issued 91,074 shares of restricted common stock at prices of $5.49 per share for an amount of $500,000 in cash.
On September 9, 2025, the Company issued 50,000 shares of restricted common stock at prices of $2.00 per share to settle the stock subscription payable of $100,000.
On December 4, 2025, the Company issued 10,000 shares of restricted common stock at prices of $3.50 per share for an amount of $35,000 in cash.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The following exhibits are included as part of this report:
Exhibit Number | Description | |
(3) | Articles of Incorporation and Bylaws | |
(10) | Material Agreement | |
(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. |
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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) |
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Dated: June 22, 2026 | By: | /s/ Blair Aiken | |
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| Blair Aiken |
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| President, Interim Chief Executive Officer and Director |
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| (Principal Interim Chief Executive Officer) |
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Dated: June 22, 2026 | By: | /s/ Douglas G. Baker |
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| Douglas G. Baker |
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| Chief Financial Officer, Treasurer, Director |
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| (Principal Financial/Accounting Officer) |
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