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 October 31, 2024
	For the quarterly period ended January 31, 2025
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 incorporation or organization)		(IRS Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)		(IRS EmployerIdentification No.)
2000 West Loop South, Suite 1820 Houston, Texas		77056
(Address of principal 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. 51,510,000 shares of common stock outstanding as of ~~February~~March 1211, 2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1920
Item 4.	Controls and Procedures	1920

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	2021
Item 1A.	Risk Factors	2021
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2021
Item 3.	Defaults Upon Senior Securities	2021
Item 4.	Mine Safety Disclosures	2021
Item 5.	Other Information	2021
Item 6.	Exhibits	2122
SIGNATURES		2223

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PANAMERA HOLDINGS CORPORATION

Consolidated Balance Sheets

(Unaudited)

	October 31,			July 31,
	January 31,			July 31,
	2024			2024
	2025			2024
Assets
Current Assets
Cash	$	~~1,260~~551		$	1,838
Prepaid expenses		~~4,855~~596			-
Other receivable		21,~~519~~679			-
Total Current Assets		82,~~634~~826			1,838
Non-Current Assets
Operating lease right-of-use asset		9484,~~462~~615			104,154
Total Assets	$	~~103~~87,~~096~~441		$	105,992
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued liabilities	$	~~160~~223,~~841~~381		$	104,061
Due to related party		80,146			76,148
Accounts payable-related party		1,650			-
Operating lease liability - current portion		43,434			38,802
Short term advance payable		11,653			11,653
Total Current Liabilities		284,421			219,011
Due to related party		65,893			64,495
Operating lease liability - current portion		44,075			38,802
Total Current Liabilities		346,652			219,011
Non-current Liability
Operating lease liability		5746,~~996~~734			69,094
Total Liabilities		~~342~~393,~~417~~386			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
Common stock: 550,000,000 authorized; $0.0001 par value, 51,510,000 shares and 51,410,000 shares issued at January 31, 2025 and July 31, 2024, respectively		5,151			5,141
Additional paid in capital		22,~~596~~648,~~411~~285			22,581,051
Common stock subscriptions receivable-related party		-			-
Treasury stock, at cost: 6,000,000 shares at January 31, 2025 and July 31, 2024, respectively		(600	)		(600	)
Treasury stock, at cost: 6,000,000 shares at October 31, 2024 and July 31, 2024, respectively		(600	)		(600	)
Accumulated deficit		(22,958,781	)		(22,767,705	)
Accumulated deficit		(22,840,273	)		(22,767,705	)
Total Stockholders' Deficit		(305,945	)		(182,113	)
Total Stockholders' Deficit		(239,321	)		(182,113	)
Total Liabilities and Stockholders' Deficit	$	87,441		$	105,992
Total Liabilities and Stockholders' Deficit	$	103,096		$	105,992

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						Six Months Ended
	October 31,
	January 31,						January 31,
	2024			2023
	2025			2024			2025			2024
Revenues	$	7,905		$	-
Revenues -related party	$	39,231		$	-		$	74,894		$	-
Revenues -related party		35,663			-
Revenues		-			-			7,905			-
Total revenues		4339,~~568~~231			-			82,799			-
Operating expenses
Cost of revenues -related party		20,750			-			20,750			-
Professional fees		144			22,894
Cost of revenues		-			-			18,493			-
General and administration expenses		114,075			42,017
Total cost of revenue		20,750			-			39,243			-
Total operating expenses		114,219			64,911
Gross profit (loss)		18,481			-			43,556			-
Net loss from operations		(70,651	)		(64,911	)
Operating expenses
Other income (expense)
Professional fees		26,508			23,590			26,652			46,484
Interest income		20			828
General and administration expenses		90,078			18,497			204,153			60,514
Interest expense		(1,937	)		(919	)
Total operating expenses		116,586			42,087			230,805			106,998
Total other expense		(1,917	)		(91	)
Net loss from operations		(98,105	)		(42,087	)		(187,249	)		(106,998	)
Loss from continuing operations before taxes		(72,568	)		(65,002	)
Other income (expense)
Income tax benefit		-			-
Interest income		61			150			81			978
Loss from continuing operations	$	(72,568	)	$	(65,002	)
Interest expense		(1,971	)		(425	)		(3,908	)		(1,344	)
Discontinued operations:
Total other expense		(1,910	)		(275	)		(3,827	)		(366	)
Income from discontinued operations		-			2,010
Loss from continuing operations before taxes		(100,015	)		(42,362	)		(191,076	)		(107,364	)
Income from discontinued operations, net of tax	$	-		$	2,010
Income tax benefit		-			-			-			-
Net Loss	$	(72,568	)	$	(62,992	)
Discontinued operations:
Loss from continuing operations per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Income from discontinued operations		-			715			-			2,725
Income from discontinued operations per common share - basic and diluted	$	-		$	0.00
Income from discontinued operations, net of tax	$	-		$	715		$	-		$	2,725
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Net Loss	$	(100,015	)	$	(41,647	)	$	(191,076	)	$	(104,639	)
Weighted average number of common shares outstanding, basic and diluted		45,417,989			35,410,000
Loss from continuing operations per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Income from discontinued operations per common share - basic and diluted	$	-		$	0.00		$	-		$	0.00
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted		45,519,341			35,410,000			45,468,926			35,410,000

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 Six Months Ended ~~October~~January 31, ~~2024~~2025

					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		-		-		-		-			-			(7291,~~568~~061	)		(7291,~~568~~061	)
Balance - October 31, 2024		51,410,000	$	5,141	$	22,596,411		(6,000,000	)	$	(600	)	$	(22,~~840~~858,~~273~~766	)	$	(~~239~~257,~~321~~814	)
Imputed interest on related party loan		-		-		1,884		-			-			-			1,884
Issuance common stock for cash		100,000		10		49,990		-			-			-			50,000
Net loss for the period		-		-		-		-			-			(100,015	)		(100,015	)
Balance - January 31, 2025		51,510,000	$	5,151	$	22,648,285		(6,000,000	)	$	(600	)	$	(22,958,781	)	$	(305,945	)

For the Three and Six Months Ended ~~October~~January 31, ~~2023~~2024

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

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
	Three Months Ended
	Six Months Ended
	October 31,
	January 31,
	2024			2023
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(72191,~~568~~076	)	$	(62104,~~992~~639	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest on related party loan		13,~~878~~762			~~919~~1,344
Impairment loss of asset acquisition		-			-
Stock-based compensation		13,482			-
Non-cash lease expenses		919,~~692~~539			-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		56130,~~780~~718			(214,~~650~~261	)
Prepaid expenses		(4,855	)		-
Accounts payable -related party		1,650			-
Other receivable		(2,519	)		-
Prepaid expenses		(596	)		-
Other receivable		(1,679	)		-
Employee advanced		-			2,700
Operating lease liabilities		(617,~~466~~087	)		-
Net Cash Used in Operating Activities		(441,~~576~~287	)		(6286,~~023~~334	)
Cash Flows from Financing Activities:
Proceeds from related party loans		5,598			-
Repayment related party loans		(10,000	)		(33,352	)
Repayment related party loans		(1,600	)		(19,102	)
Proceeds from common stock subscription receivable - related party		-			2,000
Net Cash Provided by (Used in) Financing Activities		3,998			(19,102	)
Proceeds from common stock issuance		50,000			-
Net change in cash		(578	)		(81,125	)
Net Cash Provided by (Used in) Financing Activities		40,000			(31,352	)
Net change in cash		(1,287	)		(117,686	)
Cash, beginning of period		1,838			118,569
Cash, end of period	$	~~1,260~~551		$	~~37,444~~883
Supplemental cash flow information:
Cash paid for interest	$	2959		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash financing activity
Issuance restricted common stock as treasury stock- assets acquisition	$	2,282,500		$	-
Related party debt issued for payment of accounts payable	$	11,398		$	-

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

~~October~~January 31, ~~2024~~2025

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, 2024, as filed with the SEC on January 13, 2025.

Basis of Consolidation

The consolidated financial statements include the accounts of Panamera Holdings Corporation and its wholly owned subsidiaries Panamera Metals Corporation, Panamera Technologies Corporation and Panamera Waste Corporation, collectively referred to as the “Company”. All inter-company balances and transactions are eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

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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.

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.

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Revenue related to contracts with customers is evaluated utilizing the following steps:

	(i)	Identify the contract, or contracts, with a customer;
	(ii)	Identify the performance obligations in the contract;
	(iii)	Determine the transaction price;
	(iv)	Allocate the transaction price to the performance obligations in the contract;
	(v)	Recognize revenue when the Company satisfies a performance obligation.

When the Company enters into a contract, the Company analyses the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as one single event, the sign-off by both parties that current objectives have been achieved. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.

During the ~~three~~six months ended ~~December~~January 31,~~2023~~2024, the Company had 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. 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 (Note 4).

During the year ended July 31,2024, the Company changed its business activities from consulting to trade of steel raw material. Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the material transfer from the Company to the customer by issuance invoice according to agreement.

Net Loss Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidated financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

~~For~~8 ~~the~~Table ~~three months ended October 31, 2024 and 2023, 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.~~Contents

	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

For the six months ended January 31, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	Six Months Ended
	January 31
	2025		2024
	Shares		Shares
Convertible Debt-related parties		77,546		14,147
Vested common stock options		12,498		-
		90,044		14,147

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.

Commitments and Contingencies

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

Share-Based Compensation

ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company has adopted the guidance included under ASU 2018-07, stock-based compensation issued to non-employees and consultants. Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified non-employee share-based payment awards are measured at the grant date.

Leases

ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

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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.

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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 ~~October~~January 31, ~~2024~~2025, the Company has a loss of $72191,~~568~~076, an accumulated deficit of $22,~~840~~958,~~273~~ 781 (consisted of stock-based compensation of $14,524,741 and impairment loss of $7,548,000 which are non-recurring)The Company intends to fund operations through debt and/or equity financing arrangements and related party advances, which should be sufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2025.

The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

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

NOTE 4 – DISCOUNTINED OPERATIONS

On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $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.

As of ~~October~~January 31, ~~2024~~2025 and July 31,2024, the assets and liabilities of the Company related to Healthcare consulting operations were $0, respectively.

The following is a summary of discontinued operations for the three and six months ended ~~October~~January 31, ~~2023~~2024:

	Three Months Ended		Six Months Ended
	October 31,
	January 31		January 31
	2023
	2024		2024
Revenues -related party	$	25,000	$	50,000
Cost of revenues -related party		2224,~~990~~285		47,275
Gross Profit		~~2,010~~715		2,725
Operating expenses		-		-
Income from discontinued operations before income taxes		~~2,010~~715		2,725
Income tax benefit		-		-
Income from discontinued operations	$	~~2,010~~715	$	2,725

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The following is a summary of discontinued cash flow for the ~~three~~six months ended ~~October~~January 31, ~~2023~~2024:

	Three Months Ended
	Six Months Ended
	October 31,
	January 31
	2023
	2024
Net income	$	2,~~010~~725
Changes in operating assets and liabilities:
Net cash provided by operating activities	$	2,010
Payroll payable		8,902
Net cash provided by operating activities	$	11,627

NOTE 5 - RELATED PARTY TRANSACTIONS

During the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, related parties financed $511,~~598~~398 and $0 for operation expenses and repaid related parties’ loan of $110,~~600~~000 and $1933,~~102~~352, respectively.

As of ~~October~~January 31, ~~2024~~2025, and July 31, 2024, the Company was obliged for unsecure, non-interest-bearing demand loans to ~~three~~ four related parties, with balances of $8065,~~146~~893 and $7664,~~148,~~495 respectively.

During the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recognized $13,~~878~~762 and $~~919~~1,344 interest on related party balances and imputed in additional paid-in-capital, respectively.

During the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the Company recognized and paid $0 and $2142,000 of salary to a member of the board of directors for services rendered to the Company, respectively.

During the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the Company paid $0 and $2130,~~725~~475 salary to Robin Fuller Jennings 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 ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, the Company generated revenues of $0 and $2550,000, respectively. On March 29, 2024, the consulting agreement was terminated, and the result of Healthcare operations was recognized as discontinued operations (Note 4).

During the ~~three~~six months ended ~~October~~January 31,~~2024~~2025, and ~~2023~~2024 the Company generated revenues of $3574,~~663~~894 and $0 from sales of material to a company controlled by a related party.

During the six months ended January 31,2025 and 2024, the Company incurred cost of revenues of $20,750 and $0 from services rendered by a subcontractor controlled by a related party.

As of January 31, 2025 and July 31, 2024, the Company was obliged for accounts payable to one related party, with balances of $1,650 and $0, respectively

Note 6 – LEASE

On July 1, 2024, the Company entered into an operating lease for the office, with the term of 31 months, monthly lease expenses of $4,000 with condition the first two months free rent.

For the three and six months ended ~~October~~January 31, 2024, right-of-use asset and lease information about the Company’s operating lease consist of:

	Three months ended			Six months ended
	October 31,
	January 31,			January 31,
	2024
	2025			2025
Operating lease cost	$	812,000		$	20,000
Variable lease cost		~~3,226~~(774	)		2,452
Total lease cost	$	11,226		$	22,452

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Supplemental cash flow information related to leases was as follows:

Cash paid for operating cash flows from operating leases	$	820,000
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)		2.2500

Supplemental balance sheet information related to leases consists of:

	October 31,
	January 31,
	2024
	2025
Operating lease right-of-use asset	$	9484,~~462~~615
Operating lease liabilities:
Current portion		4344,~~434~~075
Non-current portion		5746,~~996~~734
	$	~~101~~90,~~430~~809

The following table outlines the maturities of our lease liabilities as of ~~October~~January 31, ~~2024~~2025:

Year ending Jul 31,
2025 (excluding the three months ended October 31, 2024)	$	36,000
2025 (excluding the six months ended January 31, 2025)	$	24,000
2026		48,000
2027		24,000
Thereafter		-
	$	~~108~~96,000
Less imputed interest		(65,~~570~~191	)
Operating lease liabilities	$	~~101~~90,~~430~~809

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 ~~October~~January 31, ~~2024~~2025, and July 31, 2024.

Common Stock

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

AsOn ofNovember ~~October 31~~1, 2024~~, and July 31, 2024, there were~~ ~~51,410,000 shares~~an ~~and~~investor 51purchased 100,~~410,~~000 shares of restricted common stock ~~issued~~of ~~and 45~~the Company at a price of $0.50 per share for cash in amount of $50,~~410,~~000 ~~shares~~. ~~and 45~~The Company issued 100,~~410,~~000 shares of common stock ~~outstanding,~~on ~~respectively~~November 5,2024.

As of January 31, 2025, and July 31, 2024, there were 51,510,000 shares and 51,410,000 shares of common stock issued and 45,510,000 shares and 45,410,000 shares of common stock outstanding, respectively.

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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 ~~October~~January 31, ~~2024~~2025, and July 31, 2024, the Company had 6,000,000 shares of treasury stock valued at $600, respectively.

On August 8, 2024, the Company entered into a binding Purchase Agreement for Membership Interests with AusTex Aggregates LLC (“AA”) and the owner of 100% of the issued and outstanding Membership Interests of AA. By the terms of the agreement, the parties closed the Purchase Agreement on October 1,2024 with the exchange of 2,750,000 Shares of restricted common stock from the treasury of the Company to the AA’s Member, and the delivery of 100% of the Membership Interests by AA’s Member to the Company. On October 1,2024, the Company issued 2,750,000 shares of common stock as treasury stock, valued $2,282,500 based on market price at grant date. On January 17,2025, The Company and “AA” agreed to discontinue the Purchase Agreement for Membership Interests, and 2,750,000 shares of restricted common stock were cancelled at January 31,2025. As these shares were returned and cancelled prior toJanuary ~~the issuance of these financial statements~~31,2024, these shares are not shown as outstanding and cancellation as of period end ~~October~~January 31, ~~2024~~2025.

Stock Option

On June 17, 2024, the Company entered into an engagement agreement with an officer and granted stock option of 50,000 shares of common stock, valued at $39,225 with term of three years, exercise price of $1.50 per share, fully vesting in the first year on a monthly basis. On September 24,2024, an officer resigned from his position. During the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025, the Company recognized stock option expense of $6,538.

11The ~~Table~~following is a summary of ~~Contents~~the change in stock option during the six months ended January 31, 2025:

The following is a summary of the change in stock option during the three months ended October 31, 2024:

	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		(37,502	)		(1.50	)		(2.73	)
Outstanding, January 31, 2025		12,498		$	1.50			2.38

Exercisable options, January 31, 2025		12,498		$	1.50			2.38

	Options Outstanding						Weighted Average
	Number of			Weighted Average			Remaininglife
	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		-		$	-			-

The intrinsic value of the options as of January 31, 2025, is $0.

The intrinsic value of the options as of October 31, 2024, is $0.

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 plan vanilla options.

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The Company utilized the following assumptions on grant date of June 17,2024:

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

NOTE 8 – CONCENTRATION

As of ~~October~~January 31, ~~2024~~2025 and July 31,2024 and for ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 and ~~2023~~2024, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

Revenue

	Percentage of Revenue					Percentage of
	Three Months Ended					Accounts Receivable
	Six Months Ended					Accounts Receivable
	October 31					October 31		July 31
	January 31					January 31		July 31
	2024			2023		2024		2024
	2025			2025		2025		2024
Customer A-related party		8190.8645	%		-		-		-
Total (as a group)		8190.8645	%		-		-		-

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 ~~three~~six months ended ~~October~~January 31, ~~2023~~2024, all discontinued revenue of $2550,000 was derived from one customer.

Cost of Revenue

During the three months ended October 31,2024 2023 and July 31,2023, the cost of revenue were $0, respectively.

	Percentage of Purchase					Percentage of
	Six Months Ended					Accounts payable for purchase
	January 31,					January 31			July 31
	2025			2024		2025			2024
Supplier A-related party		52.88	%		-		12.55	%		-
Supplier B		47.12	%		-		87.45	%		-
Total (as a group)		100.00	%		-		100.00	%		-

Discontinue Cost of Revenue

During the ~~three~~six ended ~~October~~January 31, ~~2023~~2024, the discontinues cost of revenue of $2247,~~990~~275 was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting services

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NOTE 9 – COMMITMENTS AND CONTINGENCIES

On December 3, 2024, the Company signed a Letter of Intent with a corporation formed under the laws of the Province of Alberta, Canada (“Issuer”) to purchase common shares of the Issuer that will constitute a 51% interest in the Issuer. The consideration for purchase of the shares shall be $10,000,000 which may comprise of a combination of cash and Panamera Holdings stock as mutually agreed upon. The Company ~~had~~shall have arranged an advance escrow payment to the Issuer in the amount of $2,000,000 by no ~~other~~later ~~commitments~~than or14 ~~contingencies~~days asfrom full execution of ~~October~~Letter 31of Intent. As of the date of filling these consolidate financial statements, ~~2024~~the Letter of Intent has not been executed.

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

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

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation unless noted below, no material events have occurred that require disclosure.

OnDuring ~~November~~February 12025, ~~2024 an~~the ~~individual purchased~~Company ~~100~~obtained $275,000 ~~shares~~in ofconnection ~~newly~~with ~~issued~~two ~~restricted~~stock ~~common~~subscription ~~stock~~agreements offor ~~Panamera~~550,000 ~~Holdings~~shares ~~Corporation~~of atcommon astock at price of $0.50 ~~cents~~ per share as of the filing date these shares had not been issued.

On December 4, 2024, the Company signed a Letter of Intent with a corporation formed under the laws of the Province of Alberta, Canada (“Issuer”) to purchase common shares of the Issuer that will constitute a 51% interest in the Issuer. The consideration for purchase of the shares shall be $10,000,000 which may comprise of a combination of cash and Panamera Holdings stock as mutually agreed upon. The Company shall have arranged an advance escrow payment to the Issuer in the amount of $2,000,000 by no later than 14 ~~days~~Table ~~from full execution~~ of ~~Letter of Intent. As of the date of filling these consolidate financial statements, the Letter of Intent has not been executed.~~ Contents

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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 2000 West Loop South, Suite 1820 Houston, Texas telephone number is (713) 878-7200.

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

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

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.

As15 weTable ~~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.~~Contents

14 Table of Contents

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.

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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 ~~October~~January 31, ~~2024~~2025, which are included herein.

Our operating results for the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024 and the changes between those periods for the respective items are summarized as follows.

~~Results~~16 Table of ~~Operations for the three months ended October 31, 2024, and 2023~~Contents

	Three Months Ended
	October 31,
	2024		2023		Changes
Revenues	$	7,905	$	-	$	7,905
Revenues - related party		35,663		-		35,663
Operating expenses		114,219		64,911		49,308
Other expenses		1,917		91		1,826
Net loss from continuing operations	$	72,568	$	65,002	$	7,566
Income from discontinued operations		-		2,010		(2,010	)
Income from discontinued operations, net of tax	$	-	$	2,010	$	(2,010	)
Net loss	$	72,568	$	62,992	$	9,576

Results of Operations for the three months ended January 31, 2025, and 2024

During the three months ended October 31, 2024 and 2023, we generated $43,568 and $0 of revenues, respectively. The revenues are related to sales of raw material including $35,663 sales to a company controlled by a related party.

	Three Months Ended
	January 31,
	2025		2024		Changes
Revenues -related party	$	39,231	$	-	$	39,231
Cost of revenues		20,750		-		20,750
Operating expenses		116,586		42,087		74,499
Other expenses		1,910		275		1,635
Net loss from continuing operations	$	100,015	$	42,362	$	57,653

Income from discontinued operations		-		715		(715	)

Net loss	$	100,015	$	41,647	$	58,368

During the three months ended ~~October~~January 31,~~2024~~ 2025 and ~~2023~~2024, ~~the~~we ~~cost~~generated $39,231 and $0 of revenues, ~~was~~respectively. $0The revenues are related to sales of raw material to a company controlled by a related party.

~~Operating~~During ~~expenses for~~ the three months ended ~~October~~January 31,2025 ~~2024,~~ and ~~2023 were $114,219 and $64,911, respectively. For the three months ended October 31,~~ 2024, ~~and 2023,~~ the ~~operating~~cost ~~expenses~~of ~~were~~revenues ~~primarily~~was ~~attributed to stock-based compensation of~~ $1320,~~482~~750 and $0, ~~professional~~respectively. The ~~fees~~cost ~~for~~of ~~maintaining~~revenues ~~reporting~~is ~~status~~consisted ~~with the Securities and Exchange Commission (“SEC”)~~ of $~~144 and $22~~20,~~894~~750 ~~and~~related ~~general~~to ~~and~~a ~~administrative~~company ~~expenses~~controlled ofby ~~$100,593~~a ~~and~~related ~~$42,017, respectively~~party.

~~Other~~Operating expenses for the three months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024 were $116,586 ~~represent~~and ~~primarily~~$42,087, ~~interest~~respectively. ~~expenses~~For ofthe ~~$1,878~~three ~~and~~months ~~$919~~ended toJanuary ~~our~~31, ~~CEO~~2025, and ~~Chairman~~2024, T.the ~~Benjamin~~operating ~~Jennings~~expenses ~~and~~were ~~related~~primarily ~~parties,~~attributed onto ~~funds~~professional ~~advanced~~fees tofor maintaining reporting status with the ~~Company,~~Securities ~~other~~and ~~interest~~Exchange ~~expenses~~Commission (“SEC”) of $5926,508 and $023,590 and ~~interest~~general ~~income~~and administrative expenses of $2090,078 and $~~828~~18,497, respectively.

Other expenses for the three months ended January 31, 2025, and 2024, represent primarily interest expenses of $1,884and $425 to our CEO and Chairman, T. Benjamin Jennings and related parties, on funds advanced to the Company, other interest expenses of $87 and $0 and interest income of $61 and $150, respectively

Results of Operations for the six months ended January 31, 2025, and 2024

	Six Months Ended
	January 31,
	2025		2024		Changes
Revenues	$	7,905	$	-	$	7,905
Revenues - related party		74,894		-		74,894
Cost of revenues		39,243		-		39,243
Operating expenses		230,805		106,998		123,807
Other expenses		3,827		366		3,461
Net loss from continuing operations	$	191,076	$	107,364	$	83,712

Income from discontinued operations		-		2,725		(2,725	)
Income from discontinued operations, net of tax	$	-	$	2,725	$	(2,725	)

Net loss	$	191,076	$	104,639	$	86,437

During the six months ended January 31, 2025 and 2024, we generated $82,799 and $0 of revenues, respectively. The revenues are related to sales of raw material including $74,894 sales to a company controlled by a related party.

During the six months ended January 31,2025 and 2024, the cost of revenues was $39,243 and $0, respectively. The cost of revenues is consisted of $20,750 related to a company controlled by a related party.

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Operating expenses for the six months ended January 31, 2025, and 2024 were $230,805 and $106,998, respectively. For the six months ended January 31, 2025, and 2024, the operating expenses were primarily attributed to stock-based compensation of $13,482 and $0, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $26,652 and $46,484 and general and administrative expenses of $190,671 and $60,514, respectively.

Other expenses for the six months ended January 31, 2025 and 2024, represent primarily interest expenses of $3,762 and $1,344 to our CEO and Chairman, T. Benjamin Jennings and related parties, on funds advanced to the Company, other interest expenses of $146 and $0 and interest income of $81 and $978, respectively

Discontinued Operations

16The ~~Table~~following is a summary of ~~Contents~~discontinued operations for the three and six months ended January 31, 2024:

The following is a summary of discontinued operations for the three months ended October 31, 2023:

	Three Months Ended		Six Months Ended
	January 31		January 31
	2024		2024
Revenues -related party	$	25,000	$	50,000
Cost of revenues -related party		24,285		47,275
Gross Profit		715		2,725
Operating expenses		-		-
Income from discontinued operations before income taxes		715		2,725
Income tax benefit		-		-
Income from discontinued operations	$	715	$	2,725

	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

Cost of revenues - related party for the three and six months ended January 31, 2024, 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.

~~Cost~~Liquidity ofand ~~revenues~~Capital - related party for the three months ended October 31, 2023, 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.Resources

Balance Sheet Data:

	October 31, 2024			July 31, 2024
	January 31,2025			July 31,2024
Cash	$	~~1,260~~551		$	1,838
Current Assets	$	82,~~634~~826		$	1,838
Current Liabilities	$	~~284~~346,~~421~~652		$	219,011
Working Capital (Deficiency)	$	(~~275~~343,~~787~~826	)	$	(217,173	)

As of ~~October~~January 31, ~~2024~~2025, our current assets were $82,~~634~~826 and our current liabilities were $~~284~~346,~~421~~652 which resulted in working capital deficiency of $~~275~~343,~~787~~826. As of ~~October~~January 31, ~~2024~~2025, current assets were comprised of $~~1,260~~551 in cash, $~~4,855~~596 in prepaid expenses and $21,~~519~~679 in other receivable compared to $1,838 in cash as of July 31, 2024. As of ~~October~~January 31, ~~2024~~2025, current liabilities were comprised of $~~160~~223,~~841~~381 in accounts payable and accrued liabilities, $801,~~146~~650 in accounts payable -related party, $11,653 in short term advance payable, $65,893 in due to related parties and $4344,~~434~~075 in operating lease liabilities - current portion, compared to $104,061 in accounts payable and accrued liabilities $11,653 in short-term advances payable, $7664,~~148~~495 in due to related parties and $38,802 in operating lease liabilities - current portion as of July 31, 2024.

As18 ofTable ~~October 31, 2024, our working capital decreased by $58,614 from a $217,173 working capital deficiency on July 31, 2024, to $275,787~~ of ~~working capital deficiency on October 31, 2024, primarily due to an increase in current assets of $6,796 offset by an increase in current liabilities of $65,410.~~ Contents

As of January 31, 2025, our working capital decreased by $126,653 from a $217,173 working capital deficiency on July 31, 2024, to $343,826 of working capital deficiency on January 31, 2025, primarily due to an increase in current assets of $988 offset by an increase in current liabilities of $127,641.

Cash Flow Data:

	Three Months Ended
	Six Months Ended
	October 31,
	January 31,
	2024			2023			Changes
	2025			2024			Changes
Cash Flows used in Operating Activities	$	(441,~~576~~287	)	$	(6286,~~023~~334	)	$	5745,~~447~~047
Cash Flows used in Investing Activities	$	-		$	-		$	-
Cash Flows provided by Financing Activities	$	3,998		$	(19,102	)	$	23,100
Cash Flows provided by (used in) Financing Activities	$	40,000		$	(31,352	)	$	71,352
Net Change in Cash During Period	$	(~~578~~1,287	)	$	(81117,~~125~~686	)	$	80116,~~547~~399

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025, net cash flows used in operating activities were $441,~~576,~~287 consisting of a net loss of $72191,~~568~~076, reduced by imputed interest on related parties’ loan of $13,~~878~~762, stock-based compensation of $13,482, non-cash lease expenses of $92,~~692~~452 and a net change in working capital of $42130,~~940~~093.

For the ~~three~~six months ended ~~October~~January 31, ~~2023~~2024, net cash flows used in operating activities were $6286,~~023~~334, consisting of a net loss of $62104,~~992~~639, reduced by imputed interest on related parties’ loan of $~~919~~1,344 and a net change in working capital of $5016,961.

Cash Flows from Investing Activities

During the ~~three~~six months ended ~~October~~January 31,~~2024~~2025 and ~~2023~~2024, the Company did not use cash flows in investment activities.

Cash Flows from Financing Activities

We have financed our operations with loans from a related party. For the ~~three~~six months ended ~~October~~January 31,~~2024~~2025 and ~~2023~~2024, we received $~~5,598~~0 and $0 from advances to pay certain operation expenses from related party loans, and repaid $110,~~600~~000 and $1933,~~102~~352 to the related party, respectively.

17During ~~Table~~the ofsix ~~Contents~~months ended January 31, 2024, we received $2,000 from common stock subscription receivable -related party.

During six months ended January 31,2025, we received $50,000 from an investor for purchasing 100,000 shares of restricted common stock of the Company at a price of $0.50 per share.

Going Concern

As of ~~October~~January 31, ~~2024~~2025, our company had a net loss of $72191,~~568~~076 and generated $4382,~~568~~799 in revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2025. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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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.

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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 ~~October~~January 31, ~~2024~~2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

The Company has no formal control process related to the identification and approval of related party transactions.

Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedure

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025, 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 August 8, 2024, the Company entered into a binding Purchase Agreement for Membership Interests with AusTex Aggregates LLC (“AA”) and the owner of 100% of the issued and outstanding Membership Interests of AA. By the terms of the agreement, the parties closed the Purchase Agreement on October 1,2024 with the exchange of 2,750,000 Shares of restricted common stock from the treasury of the Company to the AA’s Member, and the delivery of 100% of the Membership Interests by AA’s Member to the Company. On October 1,2024, the Company issued 2,750,000 shares of common stock as treasury stock, valued $2,282,500 based on market price at grant date. On January 17,2025, The Company and “AA” agreed to discontinue the Purchase Agreement for Membership Interests, and 2,750,000 shares of restricted common stock were cancelled at January 31,2025. As these shares were returned and cancelled prior January 31,2025, these shares are not shown as outstanding and cancellation as of period end January 31, 2025.

On November 1, 2024 an investor purchased 100,000 shares of restricted common stock of the Company at a price of $0.50 per share for cash in amount of $50,000. The Company issued 100,000 shares of common stock on November 5,2024.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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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
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: February 14, 2025		/s/ T. Benjamin Jennings
Dated: March 13, 2025		/s/ T. Benjamin Jennings
		T. Benjamin Jennings
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

2223

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