UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 2024
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 000-55569
PANAMERA HOLDINGS CORPORATION
---
(Exact name of registrant as specified in its charter)
Nevada	46-5707326
---	---
(State or other jurisdiction of<br><br>incorporation or organization)	(IRS Employer<br><br>Identification No.)
5051 Westheimer, Suite 1200 Houston, Texas	77056
(Address of principal<br><br>executive offices)	(Zip Code)

(713) 878-7200

(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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with 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) ☐ Yes ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 45,410,000 shares of common stock outstanding as of June 19, 2024.

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
SIGNATURES		21
2
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Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PANAMERA HOLDINGS CORPORATION

Consolidated Balance Sheets

(Unaudited)

			July 31,
			2023
Assets
Current Assets
Cash	2,982		$	118,569
Deposit for assets acquisition	7,548,000			-
Accounts receivable held for sale	-			8,333
Employee advanced	-			2,700
Total Current Assets	7,550,982			129,602
Total Assets	7,550,982		$	129,602
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable and accrued liabilities	37,689		$	32,385
Due to related party	72,648			47,499
Total Current Liabilities	110,337			79,884
Total Liabilities	110,337			79,884
Stockholders' Equity
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 and 41,410,000 shares issued at April 30, 2024 and July 31, 2023, respectively	5,141			4,141
Additional paid in capital	22,572,534			7,570,875
Common stock subscriptions receivable-related party	-			(2,000	)
Treasury stock, at cost: 6,000,000 shares at April 30, 2024 and July 31, 2023, respectively	(600	)		(600	)
Accumulated deficit	(15,136,430	)		(7,522,698	)
Total Stockholders' Equity	7,440,645			49,718
Total Liabilities and Stockholders' Equity	7,550,982		$	129,602

All values are in US Dollars.

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Operations

(Unaudited)

	For the						For the
	Three Months Ended						Nine Months Ended
	April 30,						April 30,
	2024			2023			2024			2023
Revenues	$	-		$	-		$	-		$	-
Operating expenses
Professional fees		7,537			8,919			54,021			22,138
General and administration expenses		7,501,483			1,320			7,561,997			4,057
Total operating expenses		7,509,020			10,239			7,616,018			26,195
Net loss from operations		(7,509,020	)		(10,239	)		(7,616,018	)		(26,195	)
Other income (expense)
Interest income		43			-			1,021			-
Interest expense		(1,315	)		(1,033	)		(2,659	)		(2,831	)
Total other expense		(1,272	)		(1,033	)		(1,638	)		(2,831	)
Loss from continuing operations before taxes		(7,510,292	)		(11,272	)		(7,617,656	)		(29,026	)
Income tax benefit		-			-			-			-
Loss from continuing operations	$	(7,510,292	)	$	(11,272	)	$	(7,617,656	)	$	(29,026	)
Discontinued operations:
Income from discontinued operations		1,199			2,093			3,924			3,230
Income from discontinued operations, net of tax	$	1,199		$	2,093		$	3,924		$	3,230
Net Loss	$	(7,509,093	)	$	(9,179	)	$	(7,613,732	)	$	(25,796	)
Loss from continuing operations per common share - basic and diluted	$	(0.17	)	$	(0.00	)	$	(0.20	)	$	(0.00	)
Income from discontinued operations per common share - basic and diluted	$	0.00		$	0.00		$	0.00		$	0.00
Net loss per common share - basic and diluted	$	(0.17	)	$	(0.00	)	$	(0.20	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		44,910,000			33,210,000			38,519,091			36,012,920

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the Three and Nine Months Ended April 30, 2024

							Common Stock
					Additional		Subscription
	Common Stock				Paid in		Receivable -			Treasury Stock						Accumulated
	Shares		Amount		Capital		Related 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	)
Collected common stock subscription receivable -related parties		-		-		-		2,000			-			-			-			2,000
Imputed interest on related party loan		-		-		425		-			-			-			-			425
Net loss for the period		-		-		-		-			-			-			(41,647	)		(41,647	)
Balance - January 31, 2024		41,410,000		4,141		7,572,219		-			(6,000,000	)		(600	)		(7,627,337	)		(51,577	)
Issuance of common stock to management for services		5,000,000		500		7,499,500		-			-			-			-			7,500,000
Issuance common stock - assets acquisition		5,000,000		500		7,499,500		-			-			-			-			7,500,000
Imputed interest on related party loan		-		-		1,315		-			-			-			-			1,315
Net loss for the period		-		-		-		-			-			-			(7,509,093	)		(7,509,093	)
Balance - April 30, 2024		51,410,000	$	5,141	$	22,572,534	$	-			(6,000,000	)	$	(600	)	$	(15,136,430	)	$	7,440,645

For the Three and Nine Months Ended April 30, 2023

					Additional
	Common Stock				Paid in		Treasury Stock						Accumulated
	Shares		Amount		Capital		Shares			Amount			Deficit			Total
Balance - July 31, 2022		39,210,000	$	3,921	$	346,505		-		$	-		$	(398,040	)	$	(47,614	)
Imputed interest on related party loan		-		-		833		-			-			-			833
Net loss for the period		-		-		-		-			-			(4,221	)		(4,221	)
Balance - October 31, 2022		39,210,000		3,921		347,338		-			-			(402,261	)		(51,002	)
Imputed interest on related party loan		-		-		965		-			-			-			965
Share surrender, held as treasury stock		-		-		600		(6,000,000	)		(600	)		-			-
Net loss for the period		-		-		-								(12,396	)		(12,396	)
Balance - January 31, 2023		39,210,000		3,921		348,903		(6,000,000	)		(600	)		(414,657	)		(62,433	)
Imputed interest on related party loan		-		-		1,033		-			-			-			1,033
Net loss for the period		-		-		-								(9,179	)		(9,179	)
Balance - April 30, 2023		39,210,000	$	3,921	$	349,936		(6,000,000	)	$	(600	)	$	(423,836	)	$	(70,579	)

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

	For the
	Nine Months Ended
	April 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(7,613,732	)	$	(29,026	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest on related party loan		2,659			2,831
Stock - based compensation - management		7,500,000			-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		5,304			10,432
Accounts receivable		8,333			(1	)
Prepaid expenses		-			55
Other receivable -related party		-			1,098
Deferred revenue and customer deposits		-			(1,500	)
Payroll liabilities - related party		-			(75	)
Employee advanced		2,700			-
Net Cash Used in Operating Activities		(94,736	)		(16,186	)
Cash Flows from Investing Activities:
Prepaid - assets acquisition		(48,000	)		-
Net Cash Used in Investing Activities		(48,000	)		-
Cash Flows from Financing Activities:
Proceeds from related party loans		58,500			10,800
Repayment related party loans		(33,351	)		-
Proceeds from common stock subscription receivable - related party		2,000			-
Net Cash Provided by Financing Activities		27,149			10,800
Net change in cash		(115,587	)		(5,386	)
Cash, beginning of period		118,569			3,087
Cash, end of period	$	2,982		$	(2,299	)
Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activity
Share surrender, held as treasury stock	$	-		$	600
Issuance common stock for assets acquisition	$	7,500,000		$	-

The accompanying notes to the unaudited financial statements are an integral part of these statements.

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PANAMERA HOLDINGS CORPORATION

Notes to the Unaudited Interim Consolidated Financial Statements

April 30, 2024

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 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001 per share. The Company’s fiscal year end is July 31.

The Company intended to offer management and consulting services to healthcare organizations but has redirected its efforts to now pursuing business opportunities, including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. To date, the Company’s activities have been limited to its formation and the raising of equity capital and consulting services related to an agreement effective on March 1, 2022, with First DP Ventures, LP dba First Primary Care of Houston, Texas.

On June 2, 2023, The Company’s Board of Directors approved the creation of three wholly owned subsidiaries, named Panamera Metals Corporation, Panamera Technologies Corporation and Panamera Waste Corporation. On July 20, 2023, the three wholly owned subsidiaries were registered in the State of Texas.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, 2023, as filed with the SEC on November 16, 2023.

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.

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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.

Commitments and Contingencies

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

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.

The Company has one annual consulting contract that requires a fixed monthly payment of $8,333. The Company recognizes the monthly revenue at the beginning of the month and any cash payments received in advance are recorded as deferred revenue until all obligations have been met as specified in the related customer contract.

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.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of April 30, 2024, the Company has a loss of $7,613,732, an accumulated deficit of $15,136,430. The Company intends to fund operations through debt and/or equity financing arrangements and related party advances, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2024.

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.

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These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – DISCOUNTINED OPERATIONS

On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $8,333, with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors. On March 29, 2024, the consulting agreement was terminated, and the Company implemented a plan to divest the Healthcare consulting to focus its resources on the new operations.

The following table is a summary of the assets and liabilities of the Company related to Healthcare consulting operations as of March 29, 2024 and July 31, 2023:

	March 29,		July 31,
	2024		2023
Accounts receivable	$	8,333	$	8,333
Total assets from discontinued operations		8,333		8,333
Accounts payable - payroll		5,669		-
Total liabilities from discontinued operations	$	5,669	$	-

On April 30, 2024, the net amount of $2,664, accounts receivable and accounts payable - payroll, were collected and settled.

The following is a summary of discontinued operations for the three and nine months ended April 30, 2024 and 2023:

	Three Months Ended				Nine Months Ended
	April 30,				April 30,
	2024		2023		2024		2023
Revenues -related party	$	16,667	$	25,000	$	66,667	$	75,001
Cost of revenues -related party		15,468		22,907		62,743		71,771
Gross Profit		1,199		2,093		3,924		3,230
Operating expenses		-		-		-		-
Income from discontinued operations before income taxes		1,199		2,093		3,924		3,230
Income tax expense		-		-		-		-
Income from discontinued operations, net of tax	$	1,199	$	2,093	$	3,924	$	3,230

NOTE 5 – DEPOSIT FOR ASSET ACQUISITION

On February 1, 2024, the Company’s board of directors authorized the CEO to issue up to 7,000,000 shares of restricted common stock in the completion of various acquisitions of his identification and approval. On February 6, 2024, the Company issued 5,000,000 shares of common stock in connection with assets purchase agreement of an entity and payment of $48,000 in March 2024.

As of April 30, 2024, the acquisition was not completed, and the Company valued the stock issuance at market prices on issuance date, valued at $7,500,000 and recognized a deposit for asset acquisition of $7,548,000.

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NOTE 6 - RELATED PARTY TRANSACTIONS

During the nine months ended April 30, 2024, and 2023, related parties financed $58,500 and $10,800 for operation expenses, respectively.

During the nine months ended April 30, 2024 and 2023, the Company repaid related party loans of $33,351 and $0, respectively.

As of April 30, 2024, and July 31, 2023, the Company was obliged for an unsecure, non-interest-bearing demand loans to three related parties, with balances of $72,648 and $47,499, respectively.

During the nine months ended April 30, 2024, and 2023, the Company recognized $2,659 and $2,831 interest on related party balances and imputed in additional paid-in-capital, respectively.

During the nine months ended April 30, 2024 and 2023, the Company recognized and paid $56,000 and $65,000 of salary to a member of the board of directors for services rendered to the Company, respectively.

During the nine months ended April 30, 2024 and 2023, the Company paid $30,475 and $0 salary to the Company’s corporate secretary – related party, respectively.

On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $8,333, with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors. During the nine months ended April 30, 2024 and 2023, the Company generated revenues of $66,667 and $75,001, respectively. On March 29, 2024, the consulting agreement was terminated, and the result of Healthcare operations was recognized as discontinued operations (Note 4).

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder, who is also a director of the Company, to use at no charge.

NOTE 7 - STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 50,000,000 shares of preferred stock with a par value of $0.0001 per share. No preferred stock was issued or outstanding as of April 30, 2024, and July 31, 2023.

Common Stock

The Company has authorized 550,000,000 shares of common stock with a par value of $0.0001 per share.

On February 5, 2024, the Company issued 5,000,000 shares of common stock as compensation for a new employee. The Company valued the 5,000,000 shares of common stock based on market price on grant date of $7,500,000 and recorded this as a management expense in general and administrative expenses.

On February 6, 2024, the Company issued 5,000,000 shares of common stock in connection with assets purchase agreement (Note 5).

As of April 30, 2024, and July 31, 2023, there were 51,410,000 shares and 41,410,000 shares of common stock issued and 45,410,000 shares and 35,410,000 shares of common stock outstanding, respectively.

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, 2024, and July 31, 2023, the Company had 6,000,000 shares of treasury stock valued at $600, respectively.

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NOTE 8 – CONCENTRATION

Discontinue Revenue

On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly fee of $8,333, with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors pursuant to an Employment Contract. The consulting agreement was terminated on March 29,2024. During the nine months ended April 30, 2024 and 2023, all discontinued revenue of $66,667 and $75,001 and as of April 30, 2024 and July 31, 2023, the accounts receivable of $0 and $8,333 were derived from one customer, respectively.

Discontinue Cost of Revenue

During the nine months ended April 30, 2024, and 2023, the discounted cost of revenue of $62,743 and $71,771 was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting services.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company had no other commitments or contingencies as of April 30, 2024.

From time to time the Company may become a party to litigation matters involving claims against the Company.

Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation 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 common stock from 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001per share. Prior management intended to offer management and consulting services to healthcare organizations, but current management have redirected our efforts now to pursuing business opportunities including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration.

We have since changed our focus to looking for other business opportunities to implement and/or operating companies with which to engage in a business combination as described above. As we pursue those other business opportunities, we have commenced business operations by engaging to act as a consultant to a healthcare organization through the services of an employee pursuant to a consulting agreement with First DP Ventures, LP dba First Primary Care of Houston, Texas as referenced in the 8-K filed May 24, 2022.

Our address is 5051 Westheimer Suite 1200, Houston, Texas 77056. Our telephone number is (713) 878-7200.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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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.

As we pursue those other business opportunities, we have commenced business operations by engaging to act as a consultant to a healthcare organization, First DP Ventures, LP dba First Primary Care of Houston, Texas, through the services of an employee.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. While the Company has limited assets and minimal operating revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities and/or combinations in in any type of business, industry or geographical location. In its efforts, the Company will consider the following kinds of factors:

(a)	potential for growth, indicated by new technology, anticipated market expansion or new products.
(b)	competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole.
(c)	strength and diversity of management, either in place or scheduled for recruitment.
(d)	capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
(e)	the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
(f)	the extent to which the business opportunity can be advanced; and
(g)	the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

In applying the foregoing criteria, not one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing the implementation of any opportunities and/or business combinations.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended April 30, 2024, which are included herein.

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Our operating results for the nine months ended April 30, 2024, and 2023 and the changes between those periods for the respective items are summarized as follows.

Results of Operations for the three months ended April 30, 2024, and 2023

	Three Months Ended
	April 30,
	2024		2023		Changes
Operating expenses		7,509,020		10,239		7,498,781
Other expenses		1,272		1,033		239
Net loss from continuing operations	$	7,510,292	$	11,272	$	7,499,020
Income from discontinued operations		1,199		2,093		(894	)
Net loss	$	7,509,093	$	9,179	$	7,499,914

During the three months ended April 30, 2024, and 2023, we did not generate revenues.

We had a net loss from continuing operations of $7,510,292 for the three months ended April 30, 2024, and $11,272 for the three months ended April 30, 2023. The increase in loss from continuing operations of $7,499,020 was due to valuation of issuance 5,000,000 shares of common stock as compensation for a new employee based on market price on grant date of $7,500.000 and an increase in general and administration expenses of $163 ,other expenses of $239 offset by a decrease in professional fees of $1,382.

Operating expenses for the three months ended April 30, 2024, and 2023 were $7,509,020 and $10,239, respectively. For the three months ended April 30, 2024, and 2023, the operating expenses were primarily attributed to stock-based compensation of $7,500,000 and $0 related to issuance 5.000,000 shares of common stock for a new employee, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $7,537 and $8,919 and general and administrative expenses of $1,483 and $1,320, respectively.

Other expenses for the three months ended April 30, 2024, and 2023, represent interest expenses of $1,315 and $1,033 to related parties, on funds advanced to the Company and interest income of $43 and $0, respectively.

Discontinued Operations

The following is a summary of discontinued operations for the period ended March 29, 2024 and three months ended April 30, 2023:

	Three Months Ended
	April 30,
	2024		2023		Changes
Revenues - related party	$	16,667	$	25,000	$	(8,333	)
Cost of revenues - related party		15,468		22,907		(7,439	)
Gross Profit		1,199		2,093		(894	)
Operating expenses		-		-		-
Income from discontinued operations before income taxes		1,199		2,093		(894	)
Income tax benefit		-				-
Income from discontinued operations	$	1,199	$	2,093	$	(894	)
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Cost of revenues - related party for the three months ended April 30, 2024, and 2023, were $15,468 and $22,907, respectively. The cost of revenues -related party was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting services in connection with the First DP Ventures LP agreement.

Results of Operations for the nine months ended April 30, 2024, and 2023

	Nine Months Ended
	April 30,
	2024		2023		Changes
Operating expenses		7,616,018		26,195		7,589,823
Other expenses		1,638		2,831		(1,193	)
Net loss from continuing operations	$	7,617,656	$	29,026	$	7,588,630
Income from discontinued operations		3,924		3,230		694
Net loss	$	7,613,732	$	25,796	$	7,587,936

During the nine months ended April 30, 2024, and 2023, we did not generate revenues.

We had a net loss of $7,617,656 for the nine months ended April 30, 2024, and $29,026 for the nine months ended April 30, 2023. The increase in loss from continuing operations of $7,588,630 was due to valuation of issuance 5,000,000 shares of common stock as compensation for a new employee based on market price on grant date of $7,500.000 and an increase in professional fees of $31,883, general and administration expenses of $57,940, offset by a decrease in other expenses of $1,193.

Operating expenses for the nine months ended April 30, 2024, and 2023 were $7,616,018 and $26,195, respectively. For the nine months ended April 30, 2024, and 2023, the operating expenses were primarily attributed to stock-based compensation of $7,500,000 and $0 related to issuance 5.000,000 shares of common stock for a new employee, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $ 54,021 and $22,138 and general and administrative expenses of $61,997 and $4,057, respectively.

Other expenses for the nine months ended April 30, 2024, and 2023, represent interest expenses of $2,659 and $2,831 to related parties, on funds advanced to the Company and interest income of $1,021 and $0, respectively.

Discontinued Operations

The following is a summary of discontinued operations for the period ended March 29, 2024 and nine months ended April 30, 2023:

	Nine Months Ended
	April 30,
	2024		2023		Changes
Revenues - related party	$	66,667	$	75,001	$	(8,334	)
Cost of revenues - related party		62,743		71,771		(9,028	)
Gross Profit		3,924		3,230		694
Operating expenses		-		-		-
Income from discontinued operations before income taxes		3,924		3,230		694
Income tax benefit		-				-
Income from discontinued operations	$	3,924	$	3,230	$	694
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Cost of revenues - related party for the nine months ended April 30, 2024, and 2023, were $62,743 and $71,771, respectively. The cost of revenues - related party was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting services in connection with the First DP Ventures LP agreement.

Balance Sheet Data:

	April 30,<br><br>2024		July 31,<br><br>2023
Cash	$	2,982	$	118,569
Current Assets	$	7,550,982	$	129,602
Current Liabilities	$	110,337	$	79,884
Working Capital	$	7,440,645	$	49,718

As of April 30, 2024, our current assets were $7,5650,982 and our current liabilities were $110,337 which resulted in working capital of $7,440,645. As of April 30, 2024, current assets were comprised of $2,982 in cash and $7,548,000 in deposit for assets acquisition, compared to $118,569 in cash, $8,333 in accounts receivable and $2,700 in employee advances as of July 31, 2023. As of April 30, 2024, current liabilities were comprised of $37,689 in accounts payable, $72,648 in due to related party, compared to $32,385 in accounts payable, $47,499 in due to related party as of July 31, 2023.

Our increase in working capital is primarily due to the deposit on asset acquisition that the Company intends to complete in the fourth quarter ended July 31, 2024.

Deposit for Assets Acquisition

February 1, 2024, the Company’s board of director authorized Chairman and CEO to issue up to 7,000,000 shares of restricted common stock in the completion of various acquisitions of his identification and approval. On February 6, 2024, the Company issued 5,000,000 shares of common stock in connection with assets purchase agreement of an entity and payment of $48,000 in March 2024. As of April 30, 2024, the acquisition was not completed, and the Company valued the stock issuance at market price on issuance date valued at $7,500,000.

Cash Flow Data:

	Nine Months Ended
	April 30,
	2024			2023			Changes
Cash Flows used in Operating Activities	$	(94,736	)	$	(16,186	)	$	(78,550	)
Cash Flows used in Investing Activities	$	(48,000	)	$	-		$	(48,000	)
Cash Flows provided by Financing Activities	$	27,149		$	10,800		$	16,349
Net Change in Cash During Period	$	(115,587	)	$	(5,386	)	$	(110,201	)

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended April 30, 2024, net cash flows used in operating activities was $94,736, consisting of a net loss of $7,613,732, reduced by imputed interest on related party loan of $2,659, stock-based compensation of $7,500,000, and reduced by a change in accounts payable and accrued liabilities of $5,304, accounts receivable of $8,333, employee advances of $2,700.

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For the nine months ended April 30, 2023, net cash flows used in operating activities was $16,186, consisting of a net loss of $29,026, reduced by imputed interest on related party loan of $2,831, reduced by a change in accounts payable and accrued liabilities of $10,432, prepaid expenses of $55, other receivable - related party of $1,098 and increased by a change in accounts receivable of $1, customer deposit of $1,500, payroll liabilities - related party of $75.

Cash Flows from Investing Activities

During the nine months ended April 30, 2024, the Company prepaid $48,000 for assets acquisition.

Cash Flows from Financing Activities

We have financed our operations with loans from a related party. For the nine months ended April 30, 2024, we repaid $33,351 to the related party and received $2,000 from common stock subscription receivable - related party.

For the nine months ended April 30, 2024, and 2023, we received $58,500 and $10,800 from advances to pay certain operation expenses from related party loans, respectively.

Going Concern

As of April 30, 2024, our company had a net loss of $7,613,732. 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, 2024. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported. Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in Item 1 of Part I of this 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 10-K describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the 10-K.

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.

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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, 2024. 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: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls.

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 three months ended April 30, 2024, 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 not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our Company. To date, our Company has never been involved in litigation, as either a party or a witness, nor has our Company been involved in any legal proceedings commenced by any regulatory agency against our Company.

Item 1A. Risk Factors.

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 5, 2024, the Company issued 5,000,000 shares of common stock, as compensation for a new employee.

On February 6, 2024, the Company issued 5,000,000 shares of common stock in connection with the deposit on an assets purchase agreement.

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<br><br>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.

___________

*	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)
Dated: June 21, 2024	/s/ T. Benjamin Jennings
	T. Benjamin Jennings
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
21
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pnht_ex311.htm EXHIBIT 31.1

CERTIFICATION

I, T. Benjamin Jennings, certify that:

1.	I have reviewed this report on Form 10-Q of Panamera Holdings Corporation for the quarter ended April 30, 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

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting 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: June 21, 2024	By:	/s/ T. Benjamin Jennings

| | | T. Benjamin Jennings |

| | | President, Chief Executive Officer and Director |

| | | (Principal Executive Officer) |

pnht_ex312.htm EXHIBIT 31.2

CERTIFICATION

I, Douglas G. Baker, certify that:

1.	I have reviewed this report on Form 10-Q of Panamera Holdings Corporation for the quarter ended April 30, 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

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting 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: June 21, 2024	By:	/s/ Douglas G. Baker

| | | Douglas G. Baker |

| | | Chief Financial Officer, Treasurer, Director |

| | | (Principal Financial/Accounting Officer) |

pnht_ex321.htm EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Panamera Holdings Corporation (the “Company”), for the quarter ended April 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, T. Benjamin Jennings, President, Chief Executive Officer and Director (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: June 21, 2024	By:	/s/ T. Benjamin Jennings

| | | T. Benjamin Jennings |

| | | President, Chief Executive Officer and Director |

| | | (Principal Executive Officer) |

In connection with the Quarterly Report on Form 10-Q of Panamera Holdings Corporation (the “Company”), for the quarter ended April 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas G. Baker, Chief Financial Officer and Director (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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.

Dated: June 21, 2024	By:	/s/ Douglas G. Baker

| | | Douglas G. Baker |

| | | Chief Financial Officer, Treasurer, Director |

| | | (Principal Financial/Accounting Officer) |

10-Q

Form 10-Q

(713) 878-7200

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

Item 4. Mine Safety Disclosures.

Item 5. Other Information.

Item 6. Exhibits.

SIGNATURES