Panamera Holdings Corp 10-Q for FY2024 Q1

Panamera Holdings Corp (PHCI)

10-Q 2023-12-20 For: 2023-10-31

Added on April 04, 2026

About this 10-Q

Panamera Holdings Corp filed this 10-Q on December 20, 2023, covering the quarter ended October 31, 2023 (FY2024 Q1).

Headline figures

Quarter ended October 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $25K; unchanged from $25K a year earlier
Net loss: $62.99K; compared with a net loss of $4221 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, 2023

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

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

5051 Westheimer, Suite 1200 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	☒

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

	October 31,			July 31,
	2023			2023
Assets
Current Assets
Cash	$	37,444		$	118,569
Accounts receivable		8,333			8,333
Employee advanced		-			2,700
Total Current Assets		45,777			129,602

Total Assets	$	45,777		$	129,602

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	29,735		$	32,385
Due to related party		28,397			47,499
Total Current Liabilities		58,132			79,884

Total Liabilities		58,132			79,884

Stockholders' Equity (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, 41,410,000 shares issued at October 31, 2023 and July 31, 2023, respectively		4,141			4,141
Additional paid in capital		7,571,794			7,570,875
Common stock subscriptions receivable-related party		(2,000	)		(2,000	)
Treasury stock, at cost: 6,000,000 shares at October 31, 2023 and July 31, 2023, respectively		(600	)		(600	)
Accumulated deficit		(7,585,690	)		(7,522,698	)
Total Stockholders' Equity (Deficit)		(12,355	)		49,718
Total Liabilities and Stockholders' Equity (Deficit)	$	45,777		$	129,602

	For the
	Three Months Ended
	October 31,
	2023			2022

Revenues -related party	$	25,000		$	25,001
Cost of revenues -related party		22,990			22,894
Gross profit		2,010			2,107

Operating expenses
Professional fees	$	22,894		$	5,052
General and administration expenses		42,017			443
Total operating expenses		64,911			5,495

Net loss from operations		(62,901	)		(3,388	)

Other income (expense)
Interest income		828			-
Interest expense		(919	)		(833	)
Total other expense		(91	)		(833	)

Net loss before taxes		(62,992	)		(4,221	)

Income tax benefit		-			-

Net loss	$	(62,992	)	$	(4,221	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and diluted		35,410,000			39,210,000

	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	)

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		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	)

	(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.

	(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.

	October 31, 2023			July 31, 2023		Changes
Cash	$	37,444		$	118,569	$	(81,125	)
Working capital deficiency	$	(12,355	)	$	49,718	$	(62,073	)
Total assets	$	45,777		$	129,602	$	(83,825	)
Total liabilities	$	58,132		$	79,884	$	21,752
Total stockholders' deficit	$	(12,355	)	$	49,718	$	(62,073	)

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*		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: December 20, 2023		/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, 2023;

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:

	Three Months Ended
	October 31,
	2023			2022			Changes
Cash Flows used in Operating Activities	$	(62,023	)	$	(4,120	)	$	(57,903	)
Cash Flows used in Investing Activities	$	-		$	-		$	-
Cash Flows provided by Financing Activities	$	(19,102	)	$	4,000		$	(23,102	)
Net Change in Cash During Period	$	(81,125	)	$	(120	)	$	(81,005	)

*	Filed herewith.
**	Furnished herewith.

	(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: December 20, 2023	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.