Panamera Holdings Corp 10-Q for FY2025 Q1

Panamera Holdings Corp (PHCI)

10-Q 2025-02-14 For: 2024-10-31

Added on April 04, 2026

About this 10-Q

Panamera Holdings Corp filed this 10-Q on February 14, 2025, covering the quarter ended October 31, 2024 (FY2025 Q1).

Headline figures

Quarter ended October 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $43.57K; compared with $0 a year earlier
Net loss: $72.57K; compared with a net loss of $62.99K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended October 31, 2024

or

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________ to __________

Nevada		46-5707326
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

2000 West Loop South, Suite 1820 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19

Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21

SIGNATURES		22

	October 31,			July 31,
	2024			2024
Assets
Current Assets
Cash	$	1,260		$	1,838
Prepaid expenses		4,855			-
Other receivable		2,519			-
Total Current Assets		8,634			1,838

Non-Current Assets
Operating lease right-of-use asset		94,462			104,154

Total Assets	$	103,096		$	105,992

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	160,841		$	104,061
Due to related party		80,146			76,148
Operating lease liability - current portion		43,434			38,802
Total Current Liabilities		284,421			219,011

Non-current Liability
Operating lease liability		57,996			69,094
Total Liabilities		342,417			288,105

Stockholders' Deficit
Preferred stock: 50,000,000 authorized; $0.0001 par value, no shares issued and outstanding		-			-
Common stock: 550,000,000 authorized; $0.0001 par value, 51,410,000 shares issued at October 31, 2024 and July 31, 2024, respectively		5,141			5,141
Additional paid in capital		22,596,411			22,581,051
Common stock subscriptions receivable-related party		-			-
Treasury stock, at cost: 6,000,000 shares at October 31, 2024 and July 31, 2024, respectively		(600	)		(600	)
Accumulated deficit		(22,840,273	)		(22,767,705	)
Total Stockholders' Deficit		(239,321	)		(182,113	)
Total Liabilities and Stockholders' Deficit	$	103,096		$	105,992

	For the
	Three Months Ended
	October 31,
	2024			2023

Revenues	$	7,905		$	-
Revenues -related party		35,663			-
Total revenues		43,568			-

Operating expenses
Professional fees		144			22,894
General and administration expenses		114,075			42,017
Total operating expenses		114,219			64,911

Net loss from operations		(70,651	)		(64,911	)

Other income (expense)
Interest income		20			828
Interest expense		(1,937	)		(919	)
Total other expense		(1,917	)		(91	)

Loss from continuing operations before taxes		(72,568	)		(65,002	)

Income tax benefit		-			-

Loss from continuing operations	$	(72,568	)	$	(65,002	)

Discontinued operations:
Income from discontinued operations		-			2,010
Income from discontinued operations, net of tax	$	-		$	2,010

Net Loss	$	(72,568	)	$	(62,992	)

Loss from continuing operations per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Income from discontinued operations per common share - basic and diluted	$	-		$	0.00
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and diluted		45,417,989			35,410,000

					Additional
	Common Stock				Paid in		Treasury Stock						Accumulated
	Shares		Amount		Capital		Shares			Amount			Deficit			Total

Balance - July 31, 2024		51,410,000	$	5,141	$	22,581,051		(6,000,000	)	$	(600	)	$	(22,767,705	)	$	(182,113	)

Imputed interest on related party loan		-		-		1,878		-			-			-			1,878
Restricted stock-based compensation		-		-		6,944		-			-			-			6,944
Stock option compensation		-		-		6,538		-			-			-			6,538
Net loss for the period		-		-		-		-			-			(72,568	)		(72,568	)
Balance - October 31, 2024		51,410,000	$	5,141	$	22,596,411		(6,000,000	)	$	(600	)	$	(22,840,273	)	$	(239,321	)

	Common Stock				Additional Paid in		Common Stock Subscription Receivable -Related			Treasury Stock						Accumulated
	Shares		Amount		Capital		parties			Shares			Amount			Deficit			Total

Balance - July 31, 2023		41,410,000	$	4,141	$	7,570,875	$	(2,000	)		(6,000,000	)	$	(600	)	$	(7,522,698	)	$	49,718

Imputed interest on related party loan		-		-		919		-			-			-			-			919
Net loss for the period		-		-		-		-			-			-			(62,992	)		(62,992	)
Balance - October 31, 2023		41,410,000	$	4,141	$	7,571,794	$	(2,000	)		(6,000,000	)	$	(600	)	$	(7,585,690	)	$	(12,355	)

	(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.

	Three Months Ended
	October 31
	2024		2023
	Shares		Shares
Convertible Debt-related party		80,146		28,397
Unvested restricted common stock		10,416		-
		90,562		28,397

	Three Months Ended
	October 31,
	2023
Revenues -related party	$	25,000
Cost of revenues -related party		22,990
Gross Profit		2,010
Operating expenses		-
Income from discontinued operations before income taxes		2,010
Income tax benefit
Income from discontinued operations	$	2,010

Cash paid for operating cash flows from operating leases	$	8,000
Right-of-use asset obtained in exchange for new operating lease liabilities	$	107,370

Weighted-average discount rate — operating leases		5.88	%
Weighted-average remaining lease term - operating leases (year)		2.25

Year ending Jul 31,
2025 (excluding the three months ended October 31, 2024)	$	36,000
2026		48,000
2027		24,000
Thereafter		-
	$	108,000
Less imputed interest		(6,570	)
Operating lease liabilities	$	101,430

	Options Outstanding						Weighted Average
	Number of			Weighted Average			Remaining life
	Options			Exercise Price			(years)

Outstanding, July 31, 2024		50,000		$	1.50			2.88
Granted		-			-			-
Exercised		-			-			-
Forfeited/cancelled		(50,000	)		(1.50	)		(2.88	)
Outstanding, October 31, 2024		-		$	-			-

Exercisable options, October 31, 2024		-		$	-			-

Expected term	2 years
Expected average volatility		187	%
Expected dividend yield		-
Risk-free interest rate		4.75	%

	(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.

	Percentage of Revenue					Percentage of
	Three Months Ended					Accounts Receivable
	October 31					October 31		July 31
	2024			2023		2024		2024
Customer A-related party		81.86	%		-		-		-
Total (as a group)		81.86	%		-		-		-

	October 31, 2024			July 31, 2024
Cash	$	1,260		$	1,838
Current Assets	$	8,634		$	1,838
Current Liabilities	$	284,421		$	219,011
Working Capital (Deficiency)	$	(275,787	)	$	(217,173	)

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on September 26, 2014)
3.2		Bylaws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 26, 2014)
(14)		Code of Ethics
14.1		Code of Ethics for Directors, Officers, and Employees (incorporated by reference to exhibit 14.1 in our Registration Statement on Form S-1 filed on September 26, 2014)
14.2		Code of Ethics for CEO And Senior Financial Officers (incorporated by reference to exhibit 14.2 in our Registration Statement on Form S-1 filed on September 26, 2014)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002
(32)		Section 1350 Certifications
32.1/32.2*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 Certifications under Sarbanes -Oxley Act of 2002
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.

	PANAMERA HOLDINGS CORPORATION
	(Registrant)

Dated: February 14, 2025		/s/ T. Benjamin Jennings
		T. Benjamin Jennings
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

1.	I have reviewed this report on Form 10-Q of Panamera Holdings Corporation for the quarter ended October 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 14, 2025	By:	/s/ Douglas G. Baker
		Douglas G. Baker
		Chief Financial Officer, Treasurer, Director
		(Principal Financial/Accounting Officer)

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.