UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended July 31, ~~2024~~2025

☐	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)		(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (713) 878-7200

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒

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 last 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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $1211,~~487~~833,500. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: ~~54,260,000~~ ~~shares of common stock were issued and outstanding as of January 13, 2025.~~

79,876,074 shares of common stock were issued and outstanding as of November 24, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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Forward-Looking Statements		3
PART 1
Item 1.	Business	5
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	1513
Item 1C.	Cybersecurity	1513
Item 2.	Properties	1513
Item 3.	Legal Proceedings	1513
Item 4.	Mine Safety Disclosures	1513
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1614
Item 6.	[Reserved]	1715
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1715
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2120
Item 8.	Financial Statements and Supplementary Data	2120
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2120
Item 9A.	Controls and Procedures	2120
Item 9B.	Other Information	2321
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2321
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2422
Item 11.	Executive Compensation	3028
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3230
Item 13.	Certain Relationships and Related Transactions, and Director Independence	33
Item 14.	Principal Accounting Fees and Services	3432
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3534
Item 16.	Form 10-K Summary	3534
Signatures		3635

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FORWARD-LOOKING STATEMENTS

This annual 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. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These include the fact that:

· We require additional financing, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern; · We have been and may continue to be negatively impacted by inflation; · Because we have a limited operating history our future operations may not result in profitable operations; · We rely on our management and if they were to leave our company our business plan could be adversely affected; · Our operating results may fluctuate due to factors that are difficult to forecast and not within our control; · Our executive officer controls a majority of our voting securities and therefore he has the ability to influence matters affecting our stockholders; · We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting; · Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters; · Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock; · There is currently a limited public market for our common stock, which is volatile, sporadic and an illiquid market; · We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends; · Our common stock is considered a “penny stock” under SEC rules and it may be more difficult to resell securities classified as “penny stock”; · We have established preferred stock which can be designated by the Company’s Board of Directors without stockholder approval; · Our ability to grow and compete in the future will be adversely affected if adequate capital is not available; · If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected; · ~~If we make any acquisitions, they may disrupt or have a negative impact on our business; ·~~ We incur ongoing costs and expenses for SEC reporting and compliance; · Increasing attention to environmental, social, and governance (ESG) matters may impact our business; and · Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk 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.

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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 and we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future, except as required by law.

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Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual 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.

Unless the context requires otherwise, references to:

	·	the “Company,” “we,” “us,” “our,” and “Panamera,” refer specifically to Panamera Holdings Corporation and its consolidated subsidiaries;

	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	·	“Securities Act” refers to the Securities Act of 1933, as amended; and

	·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission.

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PART I

ITEM 1. BUSINESS

General Overview

Panamera Holdings Corporation (“Panamera” or the “Company”) was incorporated under the laws of the State of Nevada on May 20, 2014, as Panamera Healthcare Corporation. On October 21, 2021, we changed our name to Panamera Holdings Corporation and increased the number of our authorized shares from 200,000,000 shares to 600,000,000 shares, par value $0.0001 per share, of which 550,000,000 were common stock and 50,000,000 were preferred stock.

The Company originally intended to offer management and consulting services to healthcare organizations, but current management has redirected efforts now to pursuing business opportunities including but not limited to the environmental services industry, and 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 providing consulting services ~~to a healthcare company~~ and activities in the scrap metal business..

Our Current Business

We are currently seeking new business opportunities with established operating business entities to merge with or to acquire with our primary emphasis in the environmental services industry, emerging innovative technologies ~~and individual health choices~~ led by innovation with integration. In certain instances, a target business may wish to become our subsidiary, or may wish to contribute assets to us rather than merge with us. WeOn ~~have~~August ~~begun~~1, ~~negotiations~~2025 ~~but~~we ~~not~~ entered into ~~any~~an ~~definitive~~agreement ~~agreements~~with ~~for~~Rain ~~potential~~Cage ~~new~~Carbon, ~~business~~Inc. ~~opportunities,~~to ~~and~~provide ~~there~~carbon ~~can~~capture becapabilities noto ~~assurance~~coal ~~that~~and weother types of energy plants. This will beenhance ~~able~~abilities to raise ~~enter~~equity ~~into~~capital ~~any~~and ~~definitive~~specializing ~~agreements~~in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy production.

Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.

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Management of our Company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC Markets, such as: (i) the ability to use securities to acquire assets or businesses which can then be registered; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our officers and directors will continue to manage the Company; however, any potential business combination candidate may require a change of management as a condition of the combination.

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available 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. Business opportunities that we believe are in the best interests of our Company may be scarce and or we may be unable to participate in an opportunity of our choosing. We can provide no assurance that we will be able to locate compatible business opportunities.

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Currently, we are not able to fund our cash requirements through our current operations. We have been reliant on a company controlled by our CEO and Chairman, T. Benjamin Jennings, to provide financial contributions and services to keep the Company operating. Further, we believe that our Company may have difficulties raising capital from other sources until we locate a prospective business combination candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder, officers or directors, to continue to provide financial contributions.

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 year ended July 31, 2024, ~~and~~the ~~2023,~~Company ~~all~~recognized discontinued revenue of $66,667 ~~and $100~~,~~001~~ ~~and~~discontinued asincome of ~~July 31~~$3,924. ~~2024~~As ~~and~~of July 31, ~~2023~~2024, the accounts receivable ofwas $0 ~~and $8,333 were derived from one customer, respectively~~.

Research and Development

We have incurred $Nil in research and development expenditures over the last two fiscal years.

Intellectual Property

We do not currently have any intellectual property, other than our domain name and website, https://panameraholdings.com, which website and the information thereon we are not incorporating by reference into this Report.

Employees

As of July 31, ~~2024~~2025, we have an employment agreement with Cris Proler-President, April Dominguez and ~~Juan~~Douglas ~~Juarez~~Baker. The other officers and directors are donating their time to the development of our company and are able to fulfill part-time requirements.

We have no other employees, and do not foresee hiring additional employees in the near future. We will be engaging independent contractors as needed who, under our direction, will fulfil the requirements of engagements that exceed our officers’ time constraints.

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Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at www.sec.gov. Our internet address is https://panameraholdings.com. Information on our website is not part of this Report, and we do not desire to incorporate by reference such information herein. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.

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ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below as well as the other information in this filing before deciding to invest in our company. Any of the risk factors described below could significantly and adversely affect our business, prospects, financial condition and results of operations. Additional risks and uncertainties not currently known or that are currently considered to be immaterial may also materially and adversely affect our business, prospects, financial condition and results of operations. As a result, the trading price or value of our common stock could be materially adversely affected, and you may lose all or part of your investment.

Risks Related to Our Business Operations:

We require additional financing, and we may not be able to raise funds on favorable terms or at all, which raises questions about our ability to continue as a going concern.

As of July 31, ~~2024~~2025, the Company has suffered recurring losses from operations, has an accumulated deficit of $2223,~~767~~304,~~705~~119 ~~and~~(consisted ~~earned~~of ~~limited~~stock-based ~~revenues~~compensation of $1914,~~643 for the year ended July 31~~524,741 and ~~2024.~~impairment ~~With~~loss ~~our~~of ~~current cash on hand~~$7,548,000 which ~~expected~~are ~~revenues,~~non-recurring) and ~~based~~earned onlimited ~~our~~revenues ~~current~~of ~~average monthly expenses~~$241,430 ~~we currently anticipate the need~~ for ~~additional funding in order to continue our operations at their current levels and to pay~~ the ~~costs~~year ~~associated~~ended ~~with~~July ~~being~~31, ~~a public company for the next 12 months~~2025. ~~We may also require additional funding in the future to expand or complete acquisitions.~~ The ~~most~~Company ~~likely~~intends ~~source of future funds presently available~~ to usfund ~~will~~operations be through ~~the sale of~~ equity ~~capital~~financing arrangements and related party advances, ~~provided~~which ~~that~~may ~~none~~be ~~are~~insufficient ~~currently planned and no related parties are required~~ to fund ~~our~~its ~~operations.~~capital ~~Any~~expenditures, ~~sale~~working ~~of share~~ capital ~~will~~and ~~result~~other incash ~~dilution~~requirements tofor ~~existing~~the ~~stockholders.~~year ~~Furthermore,~~ending weJuly ~~may incur debt in the future~~31, ~~and~~2026. ~~may~~These ~~not~~conditions ~~have~~raise ~~sufficient~~substantial ~~funds~~doubt toabout ~~repay~~ our ~~future~~ability ~~indebtedness~~to orcontinue ~~may~~as ~~default~~a ongoing ~~our~~concern ~~future~~for ~~debts,~~the ~~jeopardizing~~next ~~our~~twelve ~~business viability~~months.

~~These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months.~~ The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The financial statements included herein also include a going concern footnote from our auditors.

We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this Report. Obtaining additional financing contains risks, including:

	·	additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders;

	·	loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors;

	·	the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and

	·	if we fail to obtain required additional financing, we will need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition.

We have been and may continue to be negatively impacted by inflation.

Increases in inflation have had an adverse effect on our results of operations. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies, and geopolitical instability, including the ongoing conflict between the Ukraine and Russia, and the conflict in Israel. Continuing increases in inflation, have in the past, and could in the future, impact our costs of labor, equipment, material costs and services and the margins, all of which could have an adverse impact on our business, financial position, results of operations and cash flows. Inflation has also resulted in higher interest rates, which in turn raises our cost of debt borrowing.

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Because we have a limited operating history our future operations may not result in profitable operations.

There is no significant operating history upon which to base any assumption as to the likelihood that we will prove successful, and we may never achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. As of July 31, ~~2024~~2025, the Company has suffered recurring losses from operations, has an accumulated deficit of $2223,~~767~~304,~~705~~119 (consisted of stock-based compensation of $14,524,741 and impairment loss of $7,548,000 which are non-recurring) and earned limited revenues of $19241,~~643~~430 for the year ended July 31, ~~2024~~2025. We may not have profitable operations in the future to ensure our continuation.

We rely on our management and if they were to leave our company our business plan could be adversely affected.

We are largely dependent upon the personal efforts and abilities of our existing management, who play an active role in our operations. Moving forward, should the services of such persons be lost for any reason, the Company will incur costs associated with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace such individual with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan. If our executive officers do not devote sufficient time towards our business, we may never be able to effectuate our business plan.

Our operating results may fluctuate due to factors that are difficult to forecast and not within our control.

Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our operating results have fluctuated significantly in the past, and could fluctuate in the future. Factors that may contribute to fluctuations include:

	·	changes in aggregate capital spending, cyclicality and other economic conditions;

	·	our ability to effectively manage our working capital;

	·	our ability to generate increased demand in our targeted markets, particularly those in which we have limited experience;

	·	global epidemics and pandemics and the U.S.’s responses thereto;

	·	pricing and availability of labor and materials;

	·	increases in inflation and interest rates;

	·	declines in local, U.S. and global economic activities, including potential rescissions;

	·	our inability to adjust certain fixed costs and expenses for changes in demand and the timing and significance of expenditures that may be incurred to facilitate our growth;

	·	seasonal fluctuations in demand and our revenue; and

	·	disruption in the supply of materials.

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Our executive officer controls a majority of our voting securities and therefore he has the ability to influence matters affecting our stockholders.

As of the date of this Report, T. Benjamin Jennings, our President, Chief Executive Officer and director, beneficially owns approximately 4428.879% of the issued and outstanding shares of our common stock. As a result, he controls approximately a majority of the stockholder vote. As a result, he has the ability to influence matters affecting our stockholders and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investor who purchases shares will be a minority stockholder and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult if not impossible for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special stockholder meetings, your shares will likely have little effect on the outcome of corporate decisions. Because Mr. Jennings controls the vote on all stockholder matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Additionally, the interests of Mr. Jennings may differ from the interests of the other stockholders ~~and thus result in corporate decisions that are adverse to other stockholders~~..

We compete with ~~many~~ other companies in ~~the~~a highly fragmented market ~~for~~that ~~healthcare~~includes ~~management~~national, regional and ~~consulting~~local service providers, as well as service providers with global operations. These companies have services ~~which~~that are similar to ours, and certain of these companies have substantially greater financial resources than we do. There can be no assurance that we will be able to compete effectively against our competitors or timely implement new services. Increased competition and cost pressures affecting the markets in general may result in lower prices for our services, reduced operating margins and anthe inability to maintain or increase our market share.

We compete with other companies in a highly fragmented market that includes national, regional and local service providers, as well as service providers with global operations. These companies have services that are similar to ours, and certain of these companies have substantially greater financial resources than we do. There can be no assurance that we will be able to compete effectively against our competitors or timely implement new services. Increased competition and cost pressures affecting the healthcare markets in general may result in lower prices for our services, reduced operating margins and the inability to maintain or increase our market share.

Regulatory, corporate governance and reporting risks:

We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements, a failure to meet our reporting and financial obligations, loss of revenue and theft, and such failure to maintain ineffective controls and procedures has already resulted in, and may in the future result in, a non-approved transaction, which could have a material adverse effect on our financial condition and the trading price of our common stock.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Item 4. Controls and Procedures”, as of July 31, ~~2024~~2025, our Company’s Chief Executive Officer (“CEO”) (our principal executive officer) and Chief Financial Officer (“CFO”) (our principal financial and accounting officer), have determined that our disclosure controls and procedures were not effective. Separately, as of July 31, ~~2024~~2025, management has identified a material weakness in our internal control over financial reporting. We determined that we had a material weakness because, the Company has no formal control process related to the identification and approval of related party transactions and because, 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 procedures.

A material weakness is a deficiency, or a 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 will not be prevented or detected on a timely basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

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Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce reliable financial statements and the Company is committed to remediating its material weaknesses in such controls as promptly as possible. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a material adverse effect on our financial condition and the trading price of our common stock, and/or result in litigation against us or our management. In addition, even if we are successful in strengthening our controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or facilitate the fair presentation of our financial statements or our periodic reports filed with the SEC.

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Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange and The Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or The Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

We do not currently have an independent audit or compensation committee. As a result, our directors have the ability to, among other things, determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

Risks relating to our common stock:

Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

There is currently a limited public market for our common stock, which is volatile, sporadic and an illiquid market.

To date only a limited number of shares of our common stock have traded and a significant market may not develop in the future. If for any reason a more robust public trading market does not develop, stockholders may have difficulty selling their shares of common stock should they desire to do so.

Even if a more significant trading market develops, we cannot predict how liquid that market might become. The trading price of our common stock, if any, in the future, is likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control.

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These factors include:

	·	Quarterly variations in our results of operations or those of our competitors;

	·	Announcements by us or our competitors;

	·	Disruption to our operations;

	·	Commencement of, or our involvement in, litigation;

	·	Any major change in our board or management;

	·	Changes in governmental regulations or in the status of our regulatory approvals; and

	·	General market conditions and other factors, including factors unrelated to our own operating performance.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such public companies. Such fluctuations may be even more pronounced in the future. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We also currently have a volatile, sporadic and illiquid market for our common stock, which is subject to wide fluctuations in response to several factors, including those discussed above. Our stock price may also be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, global epidemics or pandemics, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends.

We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.

Our common stock is considered a “penny stock” under SEC rules and it may be more difficult to resell securities classified as “penny stock.”

Our common stock is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00 (or obtain a listing on a national securities exchange), our common stock will continue to be a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

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Legal remedies available to an investor in “penny stocks” may include the following:

· If a “penny stock” is sold to the investor in violation of the requirements listed above, or other Federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. · If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due to, among other reasons, the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.

We have established preferred stock which can be designated by the Company’s Board of Directors without stockholder approval.

We have authorized capital stock consisting of 550,000,000 shares of common stock, $0.0001 par value per share and 50,000,000 shares of preferred stock, $0.0001 par value per share. As of the date of this Report, we have 5479,~~260~~876,~~000~~074 shares of common stock issued and outstanding and no outstanding shares of preferred stock. The shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have a distinctive designation or title as shall be determined by the board of directors of the Company prior to the issuance of any shares thereof. The preferred stock may have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the board of directors. Because the board of directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company’s stockholders, stockholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. Investors should keep in mind that the board of directors has the authority to issue additional shares of common stock and preferred stock, which could cause substantial dilution to our existing stockholders. Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super majority voting rights and/or other rights or preferences which could provide the preferred stockholders with voting control over us subsequent to such offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless.

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General risk factors:

Our ability to grow and compete in the future will be adversely affected if adequate capital is not available.

The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on our cash flow from operations and the availability of equity and debt financing. Our cash flow from operations may not be sufficient or we may not be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.

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If we are unable to manage future growth effectively, our profitability and liquidity could be adversely affected.

Our ability to achieve our desired growth depends on our execution in functional areas such as management, sales and marketing, finance and general administration and operations. To manage any future growth, we must continue to improve our operational and financial processes and systems and expand, train and manage our employee base and control associated costs. Our efforts to grow our business, both in terms of size and in diversity of customer bases served, will require rapid expansion in certain functional areas and put a significant strain on our resources. We may incur significant expenses as we attempt to scale our resources and make investments in our business that we believe are necessary to achieve long-term growth goals. If we are unable to manage our growth effectively, our expenses could increase without a proportionate increase in revenue, our margins could decrease, and our business and results of operations could be adversely affected.

If we make any acquisitions, they may disrupt or have a negative impact on our business.

If we make acquisitions in the future, funding permitting, which may not be available on favorable terms, if at all, we could have difficulty integrating the acquired company’s assets, personnel and operations with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

	·	the difficulty of integrating acquired products, services or operations;

	·	the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

	·	difficulties in maintaining uniform standards, controls, procedures and policies;

	·	the potential impairment of relationships with employees and customers as a result of any integration of new management personnel;

	·	the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers;

	·	the effect of any government regulations which relate to the business acquired;

	·	potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition; and

	·	potential expenses under the labor, environmental and other laws of various jurisdictions.

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Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses, and adversely affect our results of operations.

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We incur ongoing costs and expenses for SEC reporting and compliance and without sufficient revenues we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

In order for us to remain in compliance with our on-going reporting requirements, we may require additional capital and/or future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources or require us to obtain additional capital through the sale of equity or debt. If we are unable to further capitalize the Company or generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all. There are ongoing costs and expenses for SEC reporting, including the general booking and accounting costs for the preparation of the financial quarterly (Form 10-Qs) and annual filings (Form 10-Ks), and auditor’s fees. Further, there are processing costs in preparing and converting documents and disclosures through the EDGAR filing system, including certain costs for the XBRL that are required as part of the EDGAR filing. We estimate that these costs could result in more than $80,000.00 per year of ongoing costs.

We may experience adverse impacts on our reported results of operations as a result of adopting new accounting standards or interpretations.

Our implementation of and compliance with changes in accounting rules, including new accounting rules and interpretations, could adversely affect our reported financial position or operating results or cause unanticipated fluctuations in our reported operating results in future periods.

If persons engage in short sales of our common stock, the price of our common stock may decline.

Selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. In addition, holders of options and warrants will sometimes sell short knowing they can, in effect, cover through the exercise of an option or warrant, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Stockholders could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.

The Company does not insure against all potential losses, which could result in significant financial exposure.

The Company does not have commercial insurance or third-party indemnities to fully cover all operational risks or potential liability in the event of a significant incident or series of incidents causing catastrophic loss. As a result, the Company is, to a substantial extent, self-insured for such events. The Company relies on existing liquidity, financial resources and borrowing capacity to meet short-term obligations that would arise from such an event or series of events. The occurrence of a significant incident, series of events, or unforeseen liability for which the Company is self-insured, not fully insured or for which insurance recovery is significantly delayed could have a material adverse effect on the Company’s results of operations or financial condition.

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Increasing attention to environmental, social, and governance (ESG) matters may impact our business.

Increasing attention to ESG matters, including those related to climate change and sustainability, increasing societal, investor and legislative pressure on companies to address ESG matters, may result in increased costs, reduced revenues, increased investigations and litigation or threats thereof, negative impacts on our stock price and access to capital markets, and damage to our reputation. In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, including climate change and climate-related risks. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and investment community divestment initiatives, among other actions, may lead to negative investor sentiment toward the Company and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital. Additionally, evolving expectations on various ESG matters, including biodiversity, waste and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.

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Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations.

There is a growing political and scientific consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. We may become subject to legislation and regulation regarding climate change, and compliance with any new rules could be difficult and costly. Concerned parties, such as legislators and regulators, stockholders and nongovernmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Many states and countries have announced or adopted programs to stabilize and reduce GHG emissions and in the past federal legislation has been proposed in Congress. If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations. Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our financial condition, operating performance, or ability to compete. Climate change could have a material adverse effect on our financial condition, results of operations and cash flow.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 1C. CYBERSECURITY

Not Applicable.

ITEM 2. PROPERTIES

Our principal executive office location and mailing address is 2000 West Loop South, Suite 1820, Houston, Texas, 77056. The square footage is approximately 2,173 square feet. The office is provided at no cost to us.

ITEM 3. 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~~aware ~~currently~~that ~~involved~~Jeffrey Kilgore filed a lawsuit on August 28, 2025 in ~~any~~Jefferson ~~material~~County, ~~pending~~Texas. Cause ~~legal~~No. ~~proceeding~~25DCCV1693, orJefferson ~~litigation~~County, Texas; Jeff Kilgore vs. Panamera Holdings Corporation; the Plaintiff is claiming he is owed certain shares in compensation for services. This claim is disputed and without merit. Kilgore has requested a temporary injunction, and the hearing for same is set for December 4, 2025. At this point an estimate for possible range of loss cannot be made. The company believes this is without merit, and we intend to vigorously defend against it. . To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

Our Common shares were listed for quotation on the Pink Sheets of the OTC Markets under the symbol “PNHT” on March 7, 2016. On October 22, 2021, we were issued a new symbol “PHCI”.

There is an established current public market for the shares of our Common Stock which trade and are quoted bid/ask on the OTC Markets Pink Sheets. Other than the OTC Markets quotation, there can be no assurance that a liquid market for our securities will ever develop. Transfer of our Common Stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

The following table sets forth the range of high and low sales prices for our common stock for each of the periods indicated as reported by the OTC Markets Pink Sheets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Due to the fact that trading in our common stock is extremely sporadic, with multiple trading days where no trading occurs, and limited, with many trading days trading no shares of common stock, we believe the high and low sales prices below should not be relied upon as a basis for determining the value of our common stock.

12 Month Period Ended July 31, 2024	High		Low
12 Month Period Ended July 31,2025	High		Low
Quarter ended July 31, 2024	$	1.00	$	0.675
Quarter ended July 31, 2025	$	6.50	$	1.00
Quarter ended April 30, 2024	$	1.50	$	0.75
Quarter ended April 30, 2025	$	1.66	$	0.25
Quarter ended January 31, 2024	$	2.90	$	0.625
Quarter ended January 31, 2025	$	3.14	$	0.70
Quarter ended October 31, 2023	$	3.25	$	0.30
Quarter ended October 31, 2024	$	0.85	$	0.70

12 Month Period Ended July 31, 2023	High		Low
12 Month Period Ended July 31,2024	High		Low
Quarter ended July 31, 2023	$	4.50	$	1.05
Quarter ended July 31, 2024	$	1.00	$	0.68
Quarter ended April 30, 2023	$	2.50	$	0.625
Quarter ended April 30, 2024	$	1.50	$	0.75
Quarter ended January 31, 2023	$	4.00	$	1.25
Quarter ended January 31, 2024	$	2.90	$	0.63
Quarter ended October 31, 2022	$	7.00	$	4.00
Quarter ended October 31, 2023	$	3.25	$	0.30

Securities Transfer Corporation at 2901 Dallas Parkway, Suite 380 Plano, TX 75093 (Telephone 469-633-0101) is the registrar and transfer agent for our common shares.

Holders

On ~~January~~November 135, 2025, the shareholders’ list showed 3144 registered shareholders, not including any persons who hold their stock in “street name”, with 5479,~~260~~876,~~000~~074 shares of common stock outstanding.

Description of Securities

The authorized capital stock of our Company consists of 550,000,000 shares of Common Stock, at $0.0001 par value, and 50,000,000 shares of Preferred Stock, at $0.0001 par value. On October 21,2021 we amended our articles of incorporation to increase our authorized shares from 200,000,000 to 600,000,000 with 550,000,000 shares authorized of common stock.

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Dividend Policy

We have not paid any cash dividends on our Common Stock and have no present intention of paying any dividends on the shares of our Common Stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our Board of Directors (the “Board”).

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Equity Compensation Plan Information

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities

On February 5, 2024, the Company issued 5,000,000 shares of common stock as compensation for a new employee , value. 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, valued at $7,500,000 at market prices on issuance date.

On November 8, 2024, the Company issued 100,000 shares of restricted common stock at prices of $0.50 per share for an amount of $50,000 in cash.

On May 8, 2025, the Company issued 850,000 shares of restricted common stock at prices of $0.50 per share for an amount of $425,000 in cash.

On June 30, 2025, the Company issued 375,000 shares of restricted common stock at prices of $2.00 per share for an amount of $750,000 in cash.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

WeOn ~~did~~December ~~not~~8, ~~purchase~~2022, ~~any~~the ofCompany ~~our~~executed a Share Surrender Agreement with two Stockholders whereby each voluntarily surrendered 1,670,000 and 4,330,000 shares of Company common stock orrespectively ~~other~~to ~~securities~~the ~~during~~Company ~~our~~to ~~fourth~~be ~~quarter~~held ofas ~~our~~treasury ~~fiscal~~shares ~~year~~pursuant ~~ended~~to NRS 78.283. The Shares were surrendered on December 15, 2022. As of July 31, ~~2024~~2025, the Company had 6,000,000 shares of treasury stock valued at $600.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 Annual Report. Our audited 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 previously intended to offer management and consulting services to healthcare organizations. Because we have not been successful in launching our previous business plan, we are seeking new opportunities or business arrangements primarily in the environmental services industry, emerging innovative technologies ~~and individual health choices~~ led by innovation and integration.

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Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended July 31, ~~2024~~2025, and ~~2023~~2024, which are included herein.

Our operating results for the years ended July 31, ~~2024~~2025, and ~~2023~~2024, and the changes between those periods for the respective items are summarized as follows:

	Years Ended
	Year Ended
	July 31,
	2024			2023		Changes
	2025			2024		Changes
Revenues	$	11241,~~323~~430		$	-19,643	$	11221,~~323~~787
Revenues – related party		8,320			-		8,320
Cost of revenues		179,915			11,549		168,366
Cost of revenues		11,549			-		11,549
Operating expenses		607,247			15,253,629		(14,646,382	)
Operating expenses		15,253,629			7,126,053		8,127,576
Other (income) expenses		(9,318	)		3,396		(12,714	)
Other expenses		3,396			3,977		(581	)
Net loss from continuing operations	$	536,414		$	15,248,931	$	(14,712,517	)
Net loss from continuing operations	$	15,248,931		$	7,130,030	$	8,118,901
Income from discontinued operations		-			3,924		(3,924	)
Income from discontinued operations		3,924			5,372		(1,448	)
Net loss	$	536,414		$	15,245,007	$	(14,708,593	)
Income from discontinued operations, net of tax	$	3,924		$	5,372	$	(1,448	)
Net loss	$	15,245,007		$	7,124,658	$	8,120,349

17During ~~Table~~the years ended July 31, 2025, and 2024, we generated $241,430 and $19,643 of ~~Contents~~revenues, respectively. The revenues are related to sales of raw material including $115,153 and $8,320 sales to a company controlled by a related party, respectively.

~~During~~We had cost of revenues of $ 179,915 and $11,549 for the years ended July 31, ~~2024~~2025, and ~~2023~~2024, werespectively. ~~generated~~The cost of revenues including $19,~~643~~100 and $0 cost of ~~revenues~~raw material purchased from a company controlled by a related party, respectively. ~~The~~For ~~revenues~~the ~~are~~years ~~related~~ended toJuly ~~sales~~31, 2025, and 2024, the cost of revenue consisted of purchasing raw material ~~including~~of $8160,~~320~~440 ~~sales~~and to$7,549 aand ~~company~~shipping ~~controlled~~costs byof a$19,475 ~~related~~and ~~party.~~$4,000, respectively.

WeOperating ~~had~~expenses ~~cost~~for ofthe ~~revenues~~years ofended July 31, 2025, and 2024 were $11 607,~~549~~247 and $015,253,629, ~~for~~respectively. For the ~~years~~year ended July 31,2025, ~~2024~~the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and ~~2023~~Exchange Commission (“SEC”) of $67,463 ~~respectively.~~and ~~The~~general ~~cost~~and administrative expenses of ~~revenue~~$539,784. For ~~consisted~~the year ended July 31, 2024, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of ~~purchase~~$62,083, ~~material~~general and administrative expenses of $7,~~549~~643,546 ~~and~~relating ~~shipping~~mainly ~~cost~~to stock-based compensation for amount of $47,506,741, and impairment loss of $7,548,000 related to acquisition of an entity was not completed as of filling date of this Financial Statements.

~~Operating~~Other income and expenses for the years ended July 31, ~~2024~~2025, and ~~2023~~2024, ~~were~~represent interest expenses of $154,~~253,629~~500 and $74,~~126,053,~~435 ~~respectively.~~to ~~For~~our ~~the~~related ~~year~~parties ~~ended~~and ~~July 31~~directors, ~~2024,~~on ~~the~~funds ~~operating~~advanced ~~expenses were primarily attributed~~ to ~~professional fees for maintaining reporting status with~~ the ~~Securities~~Company, ~~and~~other ~~Exchange~~interest ~~Commission~~expenses ~~(“SEC”)~~ of $~~62,083,~~58 ~~general~~ and ~~administrative expenses of~~ $~~7,643,546~~0 and ~~relating~~interest ~~mainly~~income ~~to stock-based compensation for amount~~ of $72,~~506,741,~~ 383 and ~~impairment loss of~~ $71,~~548~~039,~~000~~ ~~related to acquisition of an entity was not completed as of filling date of this Financial Statements~~respectively.

~~For~~We had net losses of $ 536,414 for the year ended July 31, ~~2023~~2025, and $15,245,007 for the ~~operating~~year ~~expenses~~ended ~~were~~July ~~primarily~~31, ~~attributed~~2024. toThe ~~professional~~decrease ~~fees~~in ~~for~~net ~~maintaining~~loss ~~reporting~~of ~~status~~$14,708,593 ~~with~~primarily ~~the~~was ~~Securities~~due ~~and~~to ~~Exchange~~a ~~Commission~~decrease ~~(“SEC”)~~in operating expenses of $6014,~~337~~646,382, ~~general~~other ~~and administrative~~ expenses of $712,~~065~~714,~~716~~ ~~relating~~offset ~~mainly~~by toan ~~stock-based~~increase ~~compensation~~in ~~for~~gross ~~amount~~profit of $753,~~018~~421,~~000~~ a decrease in discontinued operations of $3,924.

Other expenses for the years ended July 31, 2024 and 2023, represent interest expenses of $4,435 and $3,990 to our CEO and Chairman, T. Benjamin Jennings, on funds advanced to the Company and interest income of $1,039 and $13, respectively.

We had net losses of $15,245,007 for the year ended July 31, 2024, and $7,124,658 for the year ended July 31, 2023. The increase in net loss of $8,120,349 primarily was due to an increase in operating expenses of $8,127,576 offset by an increase in gross profit of $8,094, a decrease in discontinued operations of $1,448 and a decrease in other expenses of $581.

Discontinued 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~~16 ~~following~~Table ~~is a summary~~ of ~~discontinued operations for the years ended July 31, 2024 and 2023:~~Contents

	Years Ended
	July 31,
	2024		2023		Changes
Revenues -related party	$	66,667	$	100,001	$	(33,334	)
Cost of revenues -related party		62,743		94,629		(31,886	)
Gross Profit		3,924		5,372		(1,448	)
Operating expenses		-		-		-
Income from discontinued operations before income taxes		3,924		5,372		(1,448	)
Income tax benefit		-		-		-
Income from discontinued operations	$	3,924	$	5,372	$	(1,448	)

The following is a summary of discontinued operations for the years ended July 31, 2024:

Cost of revenues - related party for the year ended July 31, 2024 and 2023, were $62,743 and $94,629, 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.

	Year Ended
	July 31
	2024
Revenues -related party	$	66,667
Cost of revenues -related party		62,743
Gross Profit		3,924
Operating expenses		-
Income from discontinued operations before income taxes		3,924
Income tax benefit		-
Income from discontinued operations	$	3,924

18Cost ~~Table~~of revenues - related party for the year ended July 31, 2024, were $62,743. The cost of ~~Contents~~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.

There were no discontinued operations in the year ended July 31,2025.

Liquidity and Capital Resources

Balance Sheet Data:

	July 31,2024			July 31,2023			Changes
	July 31, 2025			July 31, 2024			Changes
Cash	$	185,~~838~~980		$	~~118~~1,~~569~~838		$	~~(116~~84,~~731~~142	)
Working capital	$	(217,173	)	$	49,718		$	(266,891	)
Working capital deficiency	$	(59,931	)	$	(217,173	)	$	157,242
Total assets	$	~~105~~803,~~992~~519		$	~~129~~105,~~602~~992		$	~~(23~~697,~~610~~527	)
Total liabilities	$	~~288~~179,~~105~~064		$	79288,~~884~~105		$	~~208~~(109,~~221~~041	)
Total stockholders' equity	$	(182,113	)	$	49,718		$	(231,831	)
Total stockholders' equity (deficit)	$	624,455		$	(182,113	)	$	806,568

As of July 31, ~~2024~~2025, our current assets were $195,~~838~~424 and our current liabilities were $~~219~~155,~~011~~355 which resulted in working capital deficiency of $~~217~~59,~~173~~931. As of July 31, ~~2024~~2025, current assets were comprised of $185,~~838~~980 in cash, $6,901 in prepaid expenses, $2,543 in accounts receivable. As of July 31, ~~2024~~2025, current liabilities were comprised of $~~104~~91,~~061~~206 in accounts payable and accrued liabilities, $767,~~148~~111 in due to related party, $11,653 in short term advance payable and $3845,~~802~~385 in operating lease liabilities - current portion.

~~As of July 31, 2023, our current assets were $129,602, and our current liabilities were $79,884 which resulted in working capital of $49,718~~. As of July 31, 2023, current assets were comprised of $118,569 in cash, $8,333 in accounts receivable and $2,700 in employee advanced. As of July 31, 2023, current liabilities were comprised of $32,385 in accounts payable and $47,499 in due to related party.

As of July 31, 2024, our ~~working~~current ~~capital~~assets ~~decreased by~~were $~~266~~1,~~891~~838 ~~from~~and aour current liabilities were $49219,~~718~~011 which resulted in working capital ondeficiency of $217,173 As of July 31, ~~2023~~2024, tocurrent ~~$217,173~~assets were comprised of ~~working~~$1,838 ~~capital~~in ~~deficiency~~cash. onAs of July 31, 2024, ~~primarily~~current ~~due~~liabilities towere acomprised ~~decrease~~of $104,061 in ~~current~~accounts ~~assets~~payable ofand accrued liabilities, $~~127~~64,~~764~~495 ~~offset~~in bydue anto ~~increase~~related party, $11,653 in ~~current~~short ~~liabilities~~term ofadvance payable and $~~139~~38,~~127~~802 in operating lease liabilities - current portion.

As of July 31, 2025, our working capital decreased by $157,242 from a $217,173 working capital deficiency on July 31, 2024, to $59,931 of working capital deficiency on July 31, 2025, primarily due to an increase in current assets of $93,586 and a decrease in current liabilities of $63,656.

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Cash Flow Data:

	Year Ended
	July 31,
	2024			2023			Changes
	2025			2024			Changes
Cash Flows used in Operating Activities	$	(99515,~~380~~320	)	$	(9899,~~071~~380	)	$	(1415,~~309~~940	)
Cash Flows used in Investing Activities	$	(48639,~~000~~645	)	$	-(48,000	)	$	(48591,~~000~~645	)
Cash Flows provided by Financing Activities	$	301,~~649~~239,107		$	~~213~~30,~~553~~649		$	~~(182~~1,~~904~~208,458	)
Net Change in Cash during period	$	(116,731	)	$	115,482		$	(232,213	)
Net Change in Cash During Period	$	84,142		$	(116,731	)	$	200,873

Cash from Operating Activities

We have not generated positive cash flows from operating activities during the years ended July 31, ~~2024~~2025, and ~~2023~~2024.

For the year ended July 31, 2025, net cash flows used in operating activities was $515,320, consisting of a net loss of $536,414 reduced by imputed interest on a related party loan of $4,500, stock-based compensation of $13,482, non-cash lease expenses of $39,704, increased by gain on settlement of debt of $11,493 and a net change in working capital of $25,099.

For the year ended July 31, 2024, net cash flows used in operating activities was $99,380, consisting of a net loss of $15,245,007 reduced by imputed interest on a related party loan of $4,435, stock-based compensation of $7,506,741, impairment loss of $7,548,000, non-cash lease expenses of $3,216 and a net change in working capital of $83,235.

For the year ended July 31, 2023, net cash flows used in operating activities was $98,071, consisting of a net loss of $7,124,658, reduced by imputed interest on a related party loan of $3,990, stock-based compensation of $7,018,000 and a net change in working capital of $4,597.

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Cash Flows from Investing Activities

During the year ended July 31, ~~2024~~2025, the Company deposited $48639,~~000~~645 for ~~assets~~license ~~acquisition~~agreement.

During the year ended July 31, 2024, the Company prepaid $48,000 for assets acquisition.

Cash Flows from Financing Activities

We have financed our operations with loans from our CEO and Chairman, T. Benjamin Jennings, and a stock subscription. For the years ended July 31, ~~2024~~2025, and ~~2023~~2024, we received $~~62,000~~0 and $1362,~~553~~000 from advances to pay certain operation expenses from related party loans, and repaid $3385,~~351~~893 and $033,351 to the related party, respectively.

During the years ended July 31, ~~2024~~2025, and ~~2023~~2024, we received $~~2,000~~0 and $02,000 from common stock subscription receivable -related party and $0100,000 and $~~200,000~~0 common stock subscription from one investor, respectively.

During the year ended July 31,2025, we issued 1,325,000 shares of restricted common stock at prices of $0.50 and $2.00 per share for an aggregate amount of $1.225,000 in cash

Going Concern

For the year ended July 31, ~~2024~~2025, our company had a net loss of $15536,~~245,007~~414 and generated $19241,~~643~~430 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~~2026. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. ~~These~~The ~~factors~~Company intends to fund operations through equity financing arrangements and related party advances, ~~among~~which ~~others~~may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2026. These conditions raise substantial doubt about our ~~company’s~~ ability to continue as a going concern for the next twelve months. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may seek additional capital by selling additional debt or equity securities. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

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.

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; and
	(v)	Recognize revenue when the Company satisfies a performance obligation.

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

The Company recognizes the 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.

~~Cost~~19 Table of ~~revenue~~Contents

During the years ended July 31, 2024 and 2023, cost of revenue of $11,549 and $0 was for the cost of the raw materials that were sold the a company owned by Cris Proler who is President and a member of Panamera’s board of directors.

Use of Estimates

The preparation of 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 financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Recently Issued Accounting Standards

For more information on recently issued accounting standards, see “Note 2 - Summary Ofof Significant Accounting Policies” “to the Notes to Consolidated Financial Statements included herein under “Item 8. Financial Statement and Supplemental Data”.

ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Audited Financial Statements” on page F-1 and included on pages F-2 through F-11.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

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Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, our Company carried out an evaluation, with the participation of our Company’s management, including our Company’s Chief Executive Officer (“CEO”) (our principal executive officer) and Chief Financial Officer (“CFO”) (our principal financial and accounting officer), of the effectiveness of our Company’s disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Company’s CEO and CFO concluded that our Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by our Company in the reports that our Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Company’s management, including our Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, due to the material weaknesses identified below.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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Report of Management on Internal Control over Financial Reporting

Management of our Company is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Our internal control system was designed, in general, to provide reasonable assurance to our company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to our Company’s annual or interim financial statements will not be prevented or detected.

In the course of management’s assessment, management concluded that our internal control over financial reporting was not effective as of July 31,~~2024~~2025. We have identified the following material weakness in internal control over financial reporting:

	·	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 procedures

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate the material weakness through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate the identified weakness. Our Company is still in its development stage and intends on hiring the necessary staff to address the weaknesses once revenue has been realized.

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This annual report does not include an attestation report of our Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

Except as discussed above, there were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter ended July 31, ~~2024~~2025 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

The information and disclosures which are set forth above under “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”, under the heading “Recent Sales of Unregistered Securities”, are incorporated by reference into this “Item 9B. Other Information”, in their entirety, and shall serve as disclosure of such information pursuant to Item 3.02 of Form 8-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All directors of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age		~~Date First Elected or Appointed~~	Date First Elected or Appointed
T. Benjamin Jennings	Chairman, CEO, President, Director	59	60	~~May 2021~~	May 2021
Douglas G. Baker	Chief Financial Officer, Treasurer, Director	69	71	~~May 2014~~	May 2014
Stanley F. Wilson	Director	74	75	~~May 2021~~	May 2021
Christopher N. Barakat	Director	36	37	~~May 2021~~	May 2021
Curtis Summers	Director	49	50	~~May 2014~~	May 2014
Cris Proler	President, Director	53	54	~~May 2024~~	May 2024

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our Company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

T. Benjamin Jennings - Chairman, CEO, President, Director

Mr. Jennings is a proven leader in environmental services, FMCG, real estate, innovative technology for healthcare systems, and investment banking. During his tenure as an investment banker, he developed an acumen for raising capital and creating meaningful value through hundreds of mergers and acquisitions and the integration of those businesses. Mr. Jennings was the lead investment banker for USA Waste during its growth from $8 million in revenue to in excess of $5 billion, which then merged with Waste Management to become the largest waste management company in the world. Mr. Jennings served as Executive Chairman, CEO, and Founder of Simms Metal Management, (SGM:ASX) the largest publicly traded metal recycling company, with a current market cap of approximately $3.26 billion. Additionally, he was Executive Chairman and Chief Development Officer of Think Partnership, formerly CGI Holdings, an online marketing and SEO, which grew to a market cap of over $400 million. He was Chairman, CEO, and Chief Development Officer of Ceira Technologies, a leading software integration company, with revenue gains from $0 to over $40 million within two years. As Executive Chairman, CEO, and Founder of Chasm Industries, an electronics recycling and asset management enterprise, revenue reached more than $120 million within its first 18 months.

Our Company believes that Mr. Jennings professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.

Stanley F. Wilson –Director

Mr. Wilson submitted his resignation from the Board of Directors of Panamera Holdings Corporation on October 15, 2025. Mr. Wilson is a corporate executive as well as an M&A securities attorney who’s legal and business career has placed primary emphasis in business combinations involving small cap publicly traded companies across a wide range of industries including fuel trading, marketing, and recycling; oil and gas; telecommunications; specialty finance; insurance; and retail automotive. This specialization has taken many forms including numerous going-public transactions, serving as President and General Counsel to multiple publicly traded holding companies trading on NASDAQ, OTC Markets and the Pink Sheets, as well as CEO and general counsel of two statewide franchised automotive dealer associations in Arizona and Nebraska. Mr. Wilson has been an active member of the Nebraska State Bar Association since 1974, served as Of Counsel at Davis Miles McGuire Gardner PLLC from September 2012 to October 2021, was appointed by the Governor of Nebraska as the acting Lancaster County Court Judge and served as The Staff Judge Advocate of the 67th Infantry Brigade of the Nebraska Army National Guard with the rank of Captain. Mr. Wilson is licensed to practice law in Nebraska. Mr. Wilson is a graduate of Arizona State University and the University of Nebraska College of Law. Mr. Wilson served as Secretary and General Counsel of the Company from May 2021 to July 2023. Mr. Wilson resigned from the Board of Directors as of October 15, 2025.

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Our Company believes that Mr. Wilson’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.

Douglas G. Baker - Chief Financial Officer, Treasurer, Director

Mr. Baker co-founded our company in May 2014. He has served as the Chief Financial Officer of Summit Medical Center in Edmond, OK since September 2009. He received his Bachelor of Science degree in Accounting in 1976 from the University of Central Oklahoma in Edmond, Oklahoma. Mr. Baker demonstrates extensive knowledge of financial, accounting and operational issues relevant to our business. He also brings transactional expertise, including equity offerings, bank financings and acquisitions, making him qualified as a member of the Board.

Our Company believes that Mr. Baker’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our Company.

Christopher N. Barakat – Director and Clinical Business Development Officer

Mr. Barakat is an accomplished senior executive who helps companies shape ideas into revenue producing assets. Graduating Western Sydney University in Sport and Exercise Science, Mr. Barakat joined Pfizer, Device Technologies and Informa working in sales and management throughout Australia and Asia. In 2013, Mr. Barakat joined a start-up called HealthShare, where he created and managed 3 business units, while also acting as the Director of Business Development. He has been responsible for creating viable business ideas, commercial plans, managing teams and establishing cross product commercialization. In 2019, Mr. Barakat moved to Houston, Texas with his family, to launch a fit-for-purpose solution for health professionals to help address administrative burden. In 2020, Mr. Barakat established a partnership with the largest medical Point of Care advertising company in America as the go-to-market partner. Mr. Barakat has served as Clinical Business Development Officer of the Company since May 2022.

Our Company believes that Mr. Barakat’s professional background experience gives him the qualifications and skills necessary to serve as a director of our Company.

Curtis Summers - Director

Mr. Summers co-founded our Company in May 2014. Mr. Summers also serves as the Chief Executive Officer of Summit Medical Center in Edmond, Oklahoma, formed after the sale and reorganization Foundation Surgical Hospital of Oklahoma, where Mr. Summers has served as the Chief Executive Officer since January of 2007. He received his Bachelor of Science with an emphasis on Business Administration (Marketing & Management) from Newman University in Wichita, Kansas in 1996, and his Master of Business Administration (MBA) from Oklahoma Christian University, Edmond, Oklahoma in 1996. Mr. Summers’ medical industry experience began at an Oklahoma City medical center managed by HCA International, where he was a program Development Coordinator. He was vice- president of marketing for a surgical hospital, the Chief Operating Officer of a bariatric hospital, and the Chief Executive Officer of Foundation Surgical Hospital of Oklahoma, as noted above.

Our Company believes that Mr. Summers’ professional background experience, including as CEO of a medical center, provides him the qualifications and skills necessary to serve as a director of our Company.

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Cristopher Proler – President and Director

Mr. Proler and his family have a long standing history including four generations in the metal recycling industry. He was the founder and CEO of The Proler Group from its inception in 2016. Prior to that Cris served as CEO of Proler Steel International from 2009 to 2014.and as Vice President of Proler Southwest from 1993 to 2009. Cris brings substantial knowledge of the metal recycling business along with new age processes being used and the people involved in the day to day transactions.

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Our Company believes that Mr. Prolers’ professional background experience, including as CEO in the metals recycling industry, provides him the qualifications and skills necessary to serve as a director of our Company.

Term of Office

Our directors are appointed for a one year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws. Our officers are appointed by our board of directors and hold office until removed by the Board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors.

We have not compensated our Directors’ for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

Employment Agreements

The Company does not have any employment agreements in place with any of its executive officers, except as discussed below. The board of directors reserves the right to increase the salary of our executive officers, and/or to grant them equity awards, including stock, options or other equity securities, from time to time, as additional compensation or bonuses.

On May 18, 2022, the “Company entered into an Employment Contract with Christopher Barakat, a member of our board of directors, to serve in the capacity of a Clinical Business Development Officer on a month-to-month at will employment basis, to specifically serve as the consultant to First DP Ventures LP dba First Primary Care under the Consulting Agreement entered into as of the same date. The Employment Agreement is ‘at will’, and provides for Mr. Barakat to be paid $7,000 per month for services rendered, As well as a commission of $100 on each direct primary care membership sold and a commission equal to the first month’s membership per employee, for each virtual primary care membership sold. On March 29, 2024 the consulting agreement with First DP Ventures was terminated and at that point the employment agreement with Christoper Barakat was terminated. On May 15, 2024 the company entered into a three year employment agreement with Cristopher Proler to serve as President and Member of the Board of Directors.The agreement calls for an annual salary of $ 200,000.00. The salary shall increase to $ 325,000.00 annual as soon as practical. Mr. Proler also received 5,000,000 shares of restricted company stock. On June 13, 2024 the company entered into an employment agreement with Juan Juarez in the position of Senior Vice President of Finance with an annual salary of $ 100,000.00. Mr Juarez will receive 125,000 shares of restricted stock of Panamera Holdings Corporation having a 3 year vesting period. There have been no commissions paid to date. There are no other written employment agreements with our officers and directors.

26On ~~Table~~May 15, 2024 the Company entered into a three year employment agreement with Cristopher Proler to serve as President and Member of ~~Contents~~the Board of Directors. The agreement calls for an annual salary of $ 200,000. The salary shall increase to $ 325,000 annual as soon as practical. Mr. Proler also received 5,000,000 shares of restricted company stock.

On May1,2025, the Company entered into an employment agreement with Douglas Baker to serve as Chief Financial Officer, Treasurer, Director. The agreement calls for a monthly salary of $4,000.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

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Involvement in certain legal proceedings.

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

	1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences) ;

	2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our Company’s officers including our President, Chief Executive Officer and Chief Financial Officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

	1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

	3.	compliance with applicable governmental laws, rules and regulations;

	4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

	5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our Company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

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In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our Company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incident involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our Company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our Company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Company’s Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics was filed as Exhibit 14.2 to our Registration Statement on Form S-1 filed on September 26, 2014. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Panamera Holdings Corporation, 2000 West Loop South, Suite 1820 Houston, Texas, 77056.

Board and Committee Meetings

Our Board of Directors held no formal meetings during the year ended July 31, ~~2024~~2025. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Board Leadership Structure

Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer (“CEO”), Mr. T. Benjamin Jennings along with Cris Proler as President. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. Mr. T. Benjamin Jennings and Cris Proler possess detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most critical matters. Combining the Chairman of the Board and CEO roles promotes decisive leadership, fosters clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our stockholders, particularly during periods of turbulent economic and industry conditions.

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Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

Nomination Process

As of July 31, ~~2024~~2025, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our Company’s requirements, as well as the qualifications of each candidate, when the Board considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the President of our company at the address on the cover of this Annual Report.

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Audit Committee

We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form audit, compensation and other applicable committees utilizing our directors’ expertise.

Policy on Equity Ownership

The Company does not have a policy on equity ownership at this time.

Insider Trading/Policy Against Hedging

The Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives that equity awards are intended to build; however, while ‘short sales’ are discouraged by the Company, the Company does not currently have a policy prohibiting such transactions or any formal insider trading policy.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”)

Dodd-Frank requires public companies to provide shareholders with an advisory vote on compensation of the most highly compensated executives, which are sometimes referred to as “say on pay,” as well as an advisory vote on how often the company will present say on pay votes to its shareholders. The Company plans to provide its shareholders the right to vote on say-on-pay matters beginning at the next annual meeting of stockholders which the Company holds after this filing.

Compensation Recovery and Clawback Policies

Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer (if any). The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. We plan to implement a clawback policy in the future, if required, although we have not yet implemented such policy.

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Shareholder Communications

Our stockholders and other interested parties may communicate with members of the board of directors by submitting such communications in writing to our Corporate Secretary, 2000 West Loop South, Suite 1820 Houston, Texas 77056 who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Corporate Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed. If the correspondence is not addressed to any particular board member or members, the communication will be forwarded to a board member to bring to the attention of the board of directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership in our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such reports received by us, we believe that all filings required to be made under Section 16(a) during 2023 were timely made, except that Christopher Barakat, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed; Stanley Wilson, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed; Curtis Summers, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed; and Douglas G. Baker, our director, failed to timely file on Form 4, and as a result, one transaction was not timely disclosed.

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”), except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary($)		Bonus($)		StockOption Awards($)		OptionStock Awards($)		Incentive PlanCompensation ($)		Change in Pension Value andNonqualifiedDeferred Compensation Earnings($)		AllOther Compensation($)		Total($)
												Change in Pension Value and
T. Benjamin Jennings,	2024		-		-		-		-		-		-		-		-
												Nonqualified
Chairman, CEO, President, Director	2023		-		-		-		-		-		-		-		-
		Salary		Bonus		StockOption Awards		OptionStock Awards		Incentive PlanCompensation		Deferred Compensation Earnings		AllOther Compensation		Total
Stanley F. Wilson,	2024		-		-		-		-		-				-		-
Name and Principal Position	Year	($)		($)		($)		($)		($)		($)		($)		($)
Former Secretary and General Counsel, and Director (1)	2023		-		-		-		-		-		-		-		-
T. Benjamin Jennings,	2025		92,339		-		-		-		-		-		-		92,339
Douglas G. Baker,	2024		-		-		-		-		-		-		-		-
Chairman, CEO, Director	2024		-		-		-		-		-		-		-		-
Chief Financial Officer, Treasurer, Director	2023		-		-		-		-		-		-		-		-
Christopher Proler,	2025		200,000		-		-		-				-		-		200,000
President, Director	2024		41,666		-		-		-		7,500,000		-		-		7,541,666
Stanley F. Wilson,	2025		-		-		-		-		-		-		-		-
Former Secretary and General Counsel, and Director (1)	2024		-		-		-		-		-		-		-		-
Douglas G. Baker,	2025		12,000		-		-		-		-		-		-		12,000
Chief Financial Officer, Treasurer, Director	2024		-		-		-		-		-		-		-		-

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Does not include perquisites and other personal benefits or property, unless the aggregate amount of such compensation is more than $10,000.

(1) Mr. Wilson resigned as Secretary and General Counsel on July 12, 2023.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our Board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our Board.

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Compensation of Directors

Our executive officers are not paid any consideration for their service to the Board separate from the consideration they are paid as executive officers of the Company, as shown above.

The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended July 31, 2024.

Name

Fees Earned

or Paid in Cash ($)

Stock Awards

($)

All Other

Compensation ($)

Total ($)

Christopher N. Barakat

56,000

Curtis Summers

* The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Non-Equity Incentive Plan Compensation or Nonqualified Deferred Compensation. Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

Grants of Plan-Based Awards

During ~~the~~our fiscal year ended July 31, ~~2024~~2025, the ~~company~~Company ~~granted~~did ~~50,000~~not grant stock ~~options~~award to ~~Juan Juarez~~officers.

Option Exercises and Stock Vested

During our fiscal year ended July 31, ~~2024~~2025 there were no options exercised by our named officers.

Compensation of Directors

WeDuring dothe ~~not~~year ~~have~~ended ~~any~~July ~~agreements for compensating our directors for their services in their capacity as directors~~31,2025 ~~although such directors are expected in~~ the ~~future~~Company topaid ~~receive~~management ~~stock~~fees ~~options to purchase shares~~ of ~~our~~$92,339 ~~common~~to ~~stock~~T. asBenjamin ~~awarded~~Jennings, byChairman, ~~our~~CEO, ~~board of directors~~Director.

NoOn ~~compensation~~May ~~was~~18, ~~paid~~2022, the Company entered into an Employment Contract with Christopher Barakat, a member of our board of directors, to ~~non~~serve in the capacity of a Clinical Business Development Officer on a month-~~employee~~to-month ~~directors~~at will employment basis, to specifically serve as the consultant to First DP Ventures LP dba First Primary Care under the Consulting Agreement entered into as of the same date. The Employment Agreement is ‘at will’, and provides for Mr. Barakat to be paid $7,000 per month for services rendered, As well as a commission of $100 on each direct primary care membership sold and a commission equal to the ~~year~~first ~~ended~~month’s ~~July~~membership 31per employee, for each virtual primary care membership sold. On March 29, 2024 the consulting agreement with First DP Ventures was terminated and at that point the employment agreement with Christoper Barakat was terminated.

On May 15, 2024 the Company entered into a three year employment agreement with Cristopher Proler to serve as President and Member of the Board of Directors. The agreement calls for an annual salary of $ 200,000. The salary shall increase to $ 325,000 annual as soon as practical. Mr. Proler also received 5,000,000 shares of restricted company stock.

On May1,2025, the Company entered into an employment agreement with Douglas Baker to serve as Chief Financial Officer, Treasurer, Director. The agreement calls for a monthly salary of $4,000.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board or a committee thereof.

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Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors, executive officers or any associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Outstanding Equity Awards at Year Ended July 31, ~~2024~~2025

There were no outstanding equity awards at July 31, ~~2024~~2025.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of ~~January 13,~~November 24,2025, certain information with respect to the beneficial ownership of our common stock shares by (i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock based on 5479,~~260~~876,~~000~~074 shares outstanding as of ~~January~~November 1324, 2025 (ii) each of our directors, (iii) each named executive officer and (iv) all directors and officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of ~~January~~November 1324, 2025 are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 2000 West Loop South, Suite 1820, Houston, Texas, 77056. All shares described below are common stock and we only have common stock issued and outstanding.

Title of Class	Name and Address ofBeneficial Owner	Amount andNature ofBeneficialOwnership		Percent of Class
Named Executive Officers, Executive Officers and Directors
Common Stock	T. Benjamin Jennings	2322,~~220~~995,000	~~(1)~~	4228.879	%
Common Stock	Stanley F. Wilson(1)	1,000,000	~~(2)~~	1.825	%
Common Stock	Curtis Summers	4,330,000		75.942	%
Common Stock	Douglas G. Baker	1,670,000	~~(3)~~	32.109	%
Common Stock	~~Chris~~Christopher Barakat	1,000,000		1.825	%
Common Stock	Cristopher Proler	53,~~000~~316,000		94.215	%
Common Stock	Jeffrey Kilgore	5,000,000		96.226	%
	All Executive Officers and Directors as a Group (seven persons)	4139,~~220~~311,000		~~75.8~~49,21	%
5% Stockholders
Common Stock	~~Chet~~Rain ~~Michael~~Cage ~~Fazand~~Carbon	227,~~750~~000,000		~~5.1~~33,80	%

(1) As a result of Mr. Wilson's position of the manager of Stakeholder Capital, LLC, Mr. Wilson is deemed to own the 1,000,000 shares held in the name of Stakeholder Capital, LLC.

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Changes in Control

The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

Equity Compensation Plan Information

The Company has no equity compensation plans.

~~Except~~ On asMarch ~~referenced~~1, ~~below~~2022, orthe ~~otherwise~~Company ~~disclosed~~entered ~~above~~in ~~under~~a ~~“Item~~consulting ~~11.~~agreement ~~Executive~~in ~~Compensation”,~~the ~~which~~field ~~information~~of isHealthcare ~~incorporated~~with bya ~~reference~~monthly inpayment ~~this~~of ~~Item 13~~$8,333, ~~there~~with ~~have~~First ~~been~~DP noVentures, ~~transactions~~LP. ~~since~~The ~~July~~services ~~31,~~were ~~2021,~~performed ~~and~~by ~~there~~a ismember ~~not~~of ~~currently~~the ~~any~~Company’s ~~proposed~~board ~~transaction,~~of indirectors. ~~which~~During the ~~Company~~years ~~was~~ended orJuly is31, to2025, beand ~~a participant~~2024, ~~where~~ the ~~amount~~Company ~~involved~~generated ~~exceeds~~revenues ~~the~~of ~~lesser~~$0 and $66,667 and incurred cost of revenues of $~~120~~0 and $62,~~000~~743 related orto ~~one~~payroll ~~percent~~expenses offor ~~the~~to ~~average~~a member of the Company’s ~~total~~board ~~assets~~of atdirectors, ~~year-end~~who ~~for~~performed the ~~last~~consulting ~~two~~services ~~completed~~in ~~fiscal~~connection ~~years,~~with ~~and~~the inFirst ~~which~~DP ~~any~~Ventures ~~officer,~~LP ~~director~~agreement, orrespectively. The ~~any~~Cost ~~stockholder~~of ~~owning~~revenue ~~greater~~of ~~than~~$0 ~~five~~and ~~percent~~$62,743 ~~(5%)~~was ofincluded ~~our~~the ~~outstanding~~salary ~~voting~~payment ~~shares~~of $0 and $56,000 ~~nor~~to ~~any~~a member of the ~~above~~board ~~referenced~~of ~~individual’s~~directors, ~~immediate~~respectively. On ~~family~~March 29, ~~had~~2024, orthe ~~will~~consulting ~~have~~agreement awas ~~direct~~terminated, orand ~~indirect~~the ~~material~~result ~~interest~~of Healthcare operations was recognized as discontinued operations (Note 3).

On ~~July~~February 156, ~~2014~~2024, athe ~~corporation~~Company ~~controlled~~also byissued 5,000,000 shares ~~then~~of ~~officers~~restricted ~~Doug~~common ~~Baker~~stock ~~and~~to ~~Curtis~~Jeffrey ~~Summers loaned the Company $75~~Kilgore,~~000,~~ ~~which~~valued ~~was~~at ~~evidenced by a~~ $757,500,000 ~~Promissory~~for ~~Note~~purchase ~~in the form~~ of anKilgore ~~unsecured~~Industrials ~~line~~which ofhas ~~credit,~~not atbeen anfinalized ~~annual~~as ~~interest rate~~ of ~~5%.~~ OnJuly ~~December~~ 31, ~~2019,~~2024. ~~the~~Jeffery ~~line~~Kilgore ofwas ~~credit~~not ~~was~~related ~~increased~~party upbefore toissuance ~~$150~~of stock,~~000 and~~ ~~was~~as ~~extended~~of toJuly ~~December~~ 31, ~~2021~~2024, ~~and~~Jeffrey ~~may~~Kilgore bewas ~~prepaid~~stockholder ~~without~~with ~~penalty.~~over 5% ~~The~~ownership, ~~Company~~therefore ~~concluded~~we considered the ~~note~~issuance ~~modification~~of 5,000,000 shares ~~was~~of ~~not~~common astock ~~significant~~as ~~change~~related ~~and~~party istransactions ~~not~~because ~~treating~~the itstockholder’s asownership anis ~~extinguishment.~~greater ~~The~~than ~~amounts were repaid in May 2021~~5%.

~~During~~On ~~the~~May ~~years ended year ended July 31~~15, 2024 ~~and 2023~~, the Company’s ~~CEO~~entered ~~and~~into ~~Chairman,~~a T.three-year ~~Benjamin~~employment ~~Jennings~~agreement ~~financed~~with ~~$62,000 and~~Cristopher ~~$13,553 for~~Proler ~~operation~~to ~~expenses,~~serve ~~respectively~~as ~~and~~President ~~repaid $33,351~~ and $0Member ~~respectively. As~~ of ~~July~~the ~~31,~~Board ~~2024,~~of ~~and~~Directors. ~~2023,~~The ~~the~~agreement ~~Company~~calls ~~was obliged~~ for an ~~unsecured,~~annual ~~none-interest~~salary ~~bearing demand loan with a balance~~ of $76200,~~148 and~~000 ~~$47,499,~~with ~~respectively~~an ~~also~~increase ~~owed~~ to ~~our CEO and Chairman~~$325,000 T.as ~~Benjamin~~soon ~~Jennings, CFO,~~as ~~Doug Baker and board member Stan Wilson~~practical. Mr. OnProler ~~June~~also 2received 5, ~~2023~~000, ~~the Company’s Board of Directors approved and authorized any debt holder in the Company to voluntarily convert their debt into Controlled and Restricted~~ 000 shares of ~~common~~restricted company stock, valued at ~~a conversion price of~~ $~~1.00 per share within a 5-day period following receipt of notice from the Company in either electronic~~7, ~~verbal~~500, ~~or written form~~000.

~~During~~On June 13, 2024, the Company entered into an employment agreement with Juan Juarez for the position of Senior Vice President of Finance with an annual salary of $100,000. Mr. Juarez will receive 125,000 shares of restricted common stock of Panamera Holdings Corporation having a 3-year vesting period, he will be entitled to 50,000 three -year stock options at $1.50 per share vesting fully in the first year on a monthly basis. During the years ended July 31,2025 ~~2024~~ and ~~2023~~2024, the Company recognized ~~and~~salary ~~paid~~of $5615,000 and $8612,~~000~~222. in paid salary toof a$16,827 ~~Chris~~and ~~Barakat~~$2,404 aand ~~member~~stock -based compensation of ~~the~~$13,482 ~~board~~and of$6,741 ~~directors~~respectively. ~~for~~Mr. ~~services~~Jaurez ~~rendered~~resigned toon ~~the~~September ~~Company~~24,2024.

OnDuring ~~May 15, 2024~~ the ~~Company~~years ~~entered~~ended ~~into~~July a31, ~~three~~2025, ~~year employment agreement with Cristopher Proler to serve as President~~ and ~~Member~~2024, of the ~~Board~~Company ofrecognized ~~Directors. The agreement calls for an annual~~ salary of $200,000 ~~with~~and ~~an increase to~~ $~~325,000~~ ~~as soon as practical. On February 5~~41,~~2024,~~667 ~~Mr.~~and ~~Proler~~paid ~~also~~salary ~~received~~of 5$184,~~000,000~~769 ~~shares~~and of$0 ~~restricted~~to ~~company~~the ~~stock,~~Company’s ~~valued at $7,500,000~~president.

OnDuring ~~June 13, 2024,~~ the ~~Company~~years ~~entered~~ended ~~into~~July ~~an employment agreement with Juan Juarez for the position of Senior Vice President of Finance with an annual salary of $100~~31,~~000. Mr.~~ ~~Juarez will receive 125~~2025,~~000~~ ~~shares~~and ~~of restricted common stock of Panamera Holdings Corporation having a 3-year vesting period~~2024, hethe ~~will~~Company berecognized ~~entitled~~and topaid 50$92,~~000~~339 ~~three~~and ~~-year stock options at~~ $~~1.50~~0 ~~per~~management ~~share~~fees ~~vesting~~to ~~fully in~~ the ~~first~~Company’s ~~year~~Chief onExecutive aOfficer, ~~monthly basis.~~respectively

OnDuring ~~February 6,2024,~~ the ~~Company~~years ~~also~~ended ~~issued 5,000,000 shares of restricted common stock to Jeffrey Kilgore, valued at $7,500,000 for purchase of Kilgore Industrials which has not been finalized as of~~ July 31,2025 ~~2024~~and ~~(Note- 4). Jeffery Kilgore was not related party before issuance of stock, as of July 31,~~2024, ~~Jeffrey~~the ~~Kilgore~~Company ~~was~~recolonized ~~stockholder~~and ~~with~~paid ~~over~~salary ~~5% ownership, therefore we considered the issuance~~ of 5$12,000~~,000~~ ~~shares~~and of$0 ~~common~~to ~~stock~~the asCompany’s ~~related~~Chief ~~party~~Financial ~~transactions~~Officer, respectively.

During the years ended July 31, ~~2024~~2025, and ~~2023~~2024, the Company paid $~~30,475~~ 0 and $0 30,475 salary to Robin Fuller Jennings, the Company’s corporate secretary – related party, respectively.

OnDuring ~~July 1, 2024~~ the ~~Company~~years ~~entered~~ended ~~into~~July a 31, ~~month~~2025, ~~lease~~and ~~for~~2024, ~~office~~related ~~space~~parties offinanced 2$28,~~173~~509 and ~~square feet. The lease provides~~ $62,000 for ~~two~~operation ~~months~~expenses ~~free~~and ~~rent~~repaid ~~with~~related aparties’ ~~monthly~~loans ~~payment~~ of $85,893 and 4$33,~~000.00~~351, ~~per month thereafter~~respectively.

~~During the years ended July~~ 31, ~~2024~~Table ~~and~~of ~~2023, the Company recognized $4,435 and $3,990 interest on related party loans and imputed in additional paid-in-capital, respectively to our CEO and Chairman, T. Benjamin Jennings.~~Contents

OnDuring ~~December 6, 2022,~~ the ~~Company~~years ~~entered~~ended ~~into~~July a31, ~~share surrender agreement with Douglas Baker and Curtis Summers whereby each voluntarily surrendered 1~~2025,~~670,000~~ and 42024,~~330,000~~ ~~shares~~the of Company ~~common~~recognized ~~stock~~$4,500 and ~~respectively~~$4,435 interest ~~to the Company to be held as treasury shares pursuant to NRS 78.283. The Shares were surrendered~~ on ~~December~~related ~~15,~~party ~~2022.~~loans ~~The~~and ~~shares~~imputed ofin ~~common~~additional ~~stock were originally issued as founders shares on May 21~~paid-in-capital, ~~2014, at par value and therefore upon surrender there was no gain or loss~~respectively.

OnDuring ~~June~~the 30years ended July 31,2025 ~~2023~~and 2024, the Company ~~issued~~generated ~~2,000,000~~revenues ~~shares~~ of ~~restricted~~$ ~~common~~115,153 ~~stock to two directors (Chris Barakat~~ and ~~Stanley F. Wilson~~$8,320 from ~~1,000,000~~sales ~~shares~~of ~~each)~~material ~~for~~to a ~~price~~company ~~per~~controlled ~~share~~by ofa ~~$0.001~~related ~~($1,000) each~~party.

During the ~~year~~years ended July 31, 2025, and 2024, the Company ~~generated~~incurred cost of revenues of $819,~~320~~100 and $0 from ~~sales~~services ofrendered ~~material~~by to a ~~company~~subcontractor controlled by ~~Mr.~~a ~~Cris.~~related ~~Proler~~party.

As of July 31, 2025, and 2024, the Company was obliged for an unsecured, none-interest bearing demand loans to three related parties, with balances of $7,111 and $64,495, respectively. On June 2, 2023, the Company’s Board of Directors approved and authorized any debt holder in the Company to voluntarily convert their debt into Controlled and Restricted shares of common stock at a conversion price of $1.00 per share within a 5-day period following receipt of notice from the Company in either electronic, verbal, or written form.

We believe these arrangements are advantageous to us and are on terms no less favorable to us than could have been obtained from unaffiliated third parties.

Review and Approval of Related Party Transactions

We have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), director(s) and significant stockholders, provided that it is our policy that any and all such transactions are presented and approved by the board of directors. All of the transactions described above were approved and ratified by our directors. In connection with the approval of the transactions described above, our directors took into account various factors, including their fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

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In addition, our Code of Ethics (described above under “Item 10. Directors, Executive Officers and Corporate Governance” - “Code of Ethics”), which is applicable to all of our employees, officers and directors, requires that all employees, officers and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests.

Director Independence

We currently have six directors, consisting of T. Benjamin Jennings, Stanley F. Wilson, Curtis Summers, Douglas G. Baker, Christopher Barakat and Cristopher Proler. We have determined that we do not have an independent director, as that term is used in Item 407 of Regulation S-K.

Currently our audit committee consists of our entire Board of Directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent public accounting firm is M&K CPAS, PLLC, The Woodlands, Texas, PCAOB Auditor ID 2738.

~~The~~32 ~~aggregate~~Table ~~fees billed for the most recently completed fiscal year ended July 31, 2024 and for fiscal year ended July 31, 2023 for professional services rendered by the principal accountant for the audit~~ of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:Contents

	Year EndedJuly 31,		Year EndedJuly 31,
Fee Category	2024		2023
Audit Fees (1)	$	29,250	$	22,500
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		-		-
Total Fees	$	29,250	$	22,500

The aggregate fees billed for the most recently completed fiscal year ended July 31, 2025 and for fiscal year ended July 31, 2024 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

(1)	Audit fees include professional services rendered for (1) the audit of our annual financial statements for the fiscal years ended July 31, 2024 and 2023 and (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q for such years.
		Year EndedJuly 31,		Year EndedJuly 31,
(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit fees.”
Fee Category		2025		2024
(3)	Tax fees include professional services relating to preparation of the annual tax return.
Audit Fees (1)		$	48,650	$	29,250
(4)	Other fees include professional services for review of various filings and issuance of consents.
Audit Related Fees (2)			-		-
Tax Fees (3)			-		-
All Other Fees (4)			-		-
Total Fees		$	48,650	$	29,250

(1)	Audit fees include professional services rendered for (1) the audit of our annual financial statements for the fiscal years ended July 31, 2025 and 2024 and (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q for such years.

(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit fees.”

(3)	Tax fees include professional services relating to preparation of the annual tax return.

(4)	Other fees include professional services for review of various filings and issuance of consents.

Our Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board either before or after the respective services were rendered.

Our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

3433 Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements

	(1)	The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Audited Financial Statements” on page F-1 and included on pages F-2 through F-9.

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit Number		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Annual Report on From 10-K, filed with the Securities and Exchange Commission on February 15, 2022)(File No. 000-55569)
3.2		Bylaws (Incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2014)(File No. 333-198977)
(4)		Instruments defining the rights of security holders, including indentures.
4.1		Description of the Registrant’s Common Stock (incorporated by reference to Exhibit 4.1 in our Annual Report on Form 10-K/A filed on September 19, 2023)(File No. 000-55569)
(10)		Material Agreements
10.1+		Share Surrender Agreements dated December 6, 2022, between Panamera Holdings Corporation, Curtis Summers and Douglas Baker (incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 21, 2023)(File No. 000-55569)
10.2+		Consulting Agreement between First DP Ventures, LP, DBA First Primary Care and Panamera Holdings Corporation dated May 18, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2023)(File No. 000-55569)
10.3+		Employment Contract dated May 18, 2022, by and between Panamera Holdings Corporation and Chris Barakat (incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2023)(File No. 000-55569)
(14)		Code of Ethics
14.1		Code of Ethics for Directors, Officers, and Employees (incorporated by reference to Exhibit 14.1 to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2014)(File No. 333-198977)
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 with the Securities and Exchange Commission on September 26, 2014)(File No. 333-198977)
(21)		Subsidiaries
21.1*		Subsidiaries
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer
31.2*		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1**		Section 906 Certification by the Principal Executive Officer
32.2**		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101		Interactive Data File
101.*		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104.*		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

____________

* Filed herewith.

** Furnished herewith

+ Indicates management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

3534 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	PANAMERA HOLDINGS CORPORATION
Dated: January 13, 2025	By:	/s/ T. Benjamin Jennings
Dated: November 25, 2025	By:	/s/ T. Benjamin Jennings
		T. Benjamin Jennings
		President, Chief Executive Officer and Director (Principal Executive)

Dated: January 13, 2025	By:	/s/ Douglas G. Baker
Dated: November 25, 2025	By:	/s/ Douglas G. Baker
		Douglas G. Baker
		Chief Financial Officer, Treasurer, and Director (Principal Financial/Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ T. Benjamin Jennings
	T. Benjamin Jennings
	President, Chief Executive Officer and Director (Principal Executive Officer)

Dated: ~~January~~ November 1325, 2025

By: /s/ Stanley F. Wilson Stanley F. Wilson Director

Dated: January 13, 2025

By:	/s/ Douglas G. Baker
	Douglas G. Baker
	Chief Financial Officer, Treasurer, and Director (Principal Financial/Accounting Officer)

Dated: ~~January~~November 1325, 2025

By:	/s/ Christopher N. Barakat
	Christopher N. Barakat
	Director

Dated: ~~January~~November 1325, 2025

By:	/s/ Curtis Summers
	Curtis Summers
	Director

3635 Table of Contents

PANAMERA HOLDINGS CORPORATION

(Formerly Panamera Healthcare Corporation)

Index to Audited Financial Statements

July 31, ~~2024~~2025, and ~~2023~~2024

Contents		Page

Reports of Independent Registered Public Accounting Firms (PCAOB ID 2738)		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations		F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)		F-5

Consolidated Statements of Cash Flows		F-6

Notes to Audited Consolidated Financial Statements		F-7

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Panamera Holdings Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Panamera Holdings Corporation (the Company) as of July 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, ~~2024~~2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern

As discussed in Note 1 to the consolidated financial statements, the Company had a going concern due to a net loss from operations and a net capital deficiency.

Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2022.

The Woodlands, TX

~~January~~November 1325, 2025

F-2

Table of Contents

PANAMERA HOLDINGS CORPORATION

Consolidated Balance Sheets

	July 31,			July 31,
	2024			2023
	2025			2024
Assets
Current Assets
Current Assets:
Cash	$	185,~~838~~980		$	~~118~~1,~~569~~838
Accounts receivable		-			8,333
Prepaid expenses		6,901			-
Employee advanced		-			2,700
Accounts receivable		2,543			-
Total Current Assets		195,~~838~~424			~~129~~1,~~602~~838
Non-Current Assets
Non-Current Assets:
Operating lease right-of-use asset		104,154			-
Deposit for rent		4,000			-
Total Assets	$	105,992		$	129,602
Deposit for license		639,645			-
Operating lease right-of-use asset		64,450			104,154
Total Assets	$	803,519		$	105,992
Liabilities and Stockholders' Equity
Current Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	~~104~~91,~~061~~206		$	32104,~~385~~061
Due to related party		76,148			47,499
Short term advance payable		11,653			11,653
Operating lease liability - current portion		38,802			-
Due to related party		7,111			64,495
Total Current Liabilities		219,011			79,884
Operating lease liability - current portion		45,385			38,802
Non-current Liability
Total Current Liabilities		155,355			219,011
Operating lease liability		69,094			-
Non-current Liability:
Total Liabilities		288,105			79,884
Operating lease liability		23,709			69,094
Total Liabilities		179,064			288,105
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, 51,410,000 shares and 41,410,000 shares issued at July 31, 2024 and 2023, respectively		5,141			4,141
Common stock: 550,000,000 authorized; $0.0001 par value, 52,735,000 shares and 51,410,000 shares issued at July 31, 2025, and 2024, respectively		5,274			5,141
Additional paid in capital		2223,~~581~~823,~~051~~900			722,~~570~~581,~~875~~051
Common stock subscriptions receivable-related party		-			(2,000	)
Treasury stock, at cost: 6,000,000 shares at July 31, 2025, and July 31, 2024, respectively		(600	)		(600	)
Treasury stock, at cost: 6,000,000 shares		(600	)		(600	)
Common stock to be issued,50,000 shares and 0 shares, respectively		100,000			-
Accumulated deficit		(2223,~~767~~304,~~705~~119	)		(722,~~522~~767,~~698~~705	)
Total Stockholders' Equity (Deficit)		~~(182~~624,~~113~~455	)		49(182,~~718~~113	)
Total Liabilities and Stockholders' Equity	$	105,992		$	129,602
Total Liabilities and Stockholders' Equity (Deficit)	$	803,519		$	105,992

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

F-3

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Operations

	For the
	Year Ended
	July 31,
	2024			2023
	2025			2024
Revenues	$	11,323		$	-
Revenues -related party	$	115,153		$	8,320
Revenue – related party		8,320			-
Revenues		126,277			11,323
Cost of revenues		11,549			-
Total revenues		241,430			19,643
Gross profit		8,094			-
Cost of revenues -related party		19,100			-
Cost of revenues		160,815			11,549
Total cost of revenue		179,915			11,549
Gross profit		61,515			8,094
Operating expenses
Professional fees		6267,~~083~~463			6062,~~337~~083
Impairment expense		7,548,000			-
Impairment loss		-			7,548,000
General and administration expenses		7539,~~643,546~~784			7,~~065~~643,~~716~~546
Total operating expenses		15607,~~253,629~~247			715,~~126~~253,~~053~~629
Net loss from operations		(15545,~~245,535~~732	)		(715,~~126~~245,~~053~~535	)
Other income (expense)
Interest income		12,~~039~~383			131,039
Interest expense		(4,~~435~~558	)		(34,~~990~~435	)
Total other expense		(3,396	)		(3,977	)
Gain on settlement of debt		11,493			-
Loss from continuing operations before taxes		(15,248,931	)		(7,130,030	)
Total other income (expense)		9,318			(3,396	)
Loss from continuing operations before taxes		(536,414	)		(15,248,931	)
Income tax benefit		-			-
Loss from continuing operations	$	(15536,~~248,931~~414	)	$	(715,~~130~~248,~~030~~931	)
Discontinued operations:
Income from discontinued operations		~~3,924~~-			53,~~372~~924
Income from discontinued operations, net of tax	$	~~3,924~~-		$	53,~~372~~924
Net Loss	$	(15536,~~245,007~~414	)	$	(715,~~124~~245,~~658~~007	)
Loss from continuing operations per common share - basic and diluted	$	(0.3801	)	$	(0.2038	)
Income from discontinued operations per common share - basic and diluted	$	~~0.00~~-		$	0.00
Net loss per common share - basic and diluted	$	(0.3801	)	$	(0.2038	)
Weighted average number of common shares outstanding, basic and diluted		4045,~~259~~886,~~869~~392			3540,~~535~~259,~~137~~869

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

F-4

Table of Contents

PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

For the Years Ended July 31, ~~2024~~2025, and ~~2023~~2024

							Common Stock
							Common Stock Subscription
					Additional		~~Subscription~~Receivable -									Common Stock
	Common Stock				Paid in		~~Receivable -~~Related			Treasury Stock						~~Accumulated~~to be issued						Accumulated
	Shares		Amount		Capital		~~Related~~ Parties			Shares			Amount			~~Deficit~~Shares			~~Total~~Amount			Deficit			Total
Balance, July 31, 2022		39,210,000	$	3,921	$	346,505	$	-			-		$	-		$	(398,040	)	$	(47,614	)
Balance, July 31, 2023		41,410,000	$	4,141	$	7,570,875	$	(2,000	)		(6,000,000	)	$	(600	)		-		$	-		$	(7,522,698	)	$	49,718
Issuance common stock in cash		2,200,000		220		7,219,780		(2,000	)		-			-			-			7,218,000
																	-
Imputed interest on related party loan		-		-		3,990					-			-			-			3,990
Collected common stock subscription receivable -related parties		-		-		-		2,000			-			-			-			-			-			2,000
Share surrender, held as treasury stock		-		-		600					(6,000,000	)		(600	)		-			-
Common stock issued for employees		5,000,000		500		7,499,500		-			-			-			-						-			7,500,000
Net loss		-		-		-											(7,124,658	)		(7,124,658	)
Issuance common stock for assets acquisition		5,000,000		500		7,499,500		-			-			-			-			-			-			7,500,000
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		-		-		4,435		-			-			-			-			-			-			4,435
Collected common stock subscription receivable -related parties		-		-		-		2,000			-			-			-			2,000
Restricted stock-based compensation		-		-		3,472		-			-			-			-						-			3,472
Common stock issued for employees		5,000,000		500		7,499,500		-			-			-			-			7,500,000
Stock option expense		-		-		3,269		-			-			-			-			-			-			3,269
Issuance common stock for assets acquisition		5,000,000		500		7,499,500		-			-			-			-			7,500,000
Net loss		-		-		-		-			-			-			-			-			(15,245,007	)		(15,245,007	)
Imputed interest on related party loan		-		-		4,435		-			-			-			-			4,435
Balance, July 31, 2024		51,410,000	$	5,141	$	22,581,051	$	-			(6,000,000	)	$	(600	)				$	-		$	(22,767,705	)	$	(182,113	)
Restricted stock based compensation				-		3,472		-			-			-			-			3,472
Imputed interest on related party loan		-		-		4,500		-			-			-			-			-			-			4,500
Stock option expense		-		-		3,269		-			-			-			-			3,269
Restricted stock-based compensation		-		-		6,944		-			-			-			-			-			-			6,944
Net loss		-		-		-		-			-			-			(15,245,007	)		(15,245,007	)
Stock option compensation		-		-		6,538		-			-			-			-			-			-			6,538
Balance, July 31, 2024		51,410,000	$	5,141	$	22,581,051	$	-			(6,000,000	)	$	(600	)	$	(22,767,705	)	$	(182,113	)
Issuance common stock for cash		1,325,000		133		1,224,867		-			-			-			-			-			-			1,225,000
Stock subscriptions for common stock		-		-		-		-			-			-			50,000			100,000			-			100,000
Net loss		-		-		-		-			-			-			-			-			(536,414	)		(536,414	)
Balance, July 31, 2025		52,735,000	$	5,274	$	23,823,900	$	-			(6,000,000	)	$	(600	)		50,000		$	100,000		$	(23,304,119	)	$	624,455

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

F-5

Table of Contents

PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Cash Flows

	For the
	Year Ended
	July 31,
	2024			2023
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(15536,~~245,007~~414	)	$	(715,~~124~~245,~~658~~007	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest on related party loan		4,~~435~~500			34,~~990~~435
Impairment loss of asset acquisition		~~7,548,000~~-			-7,548,000
Stock-based compensation		7,506,741			7,018,000
Gain on settlement of debt		(11,493	)		-
Non-cash lease expenses		3,216			-
Stock-based compensation		13,482			7,506,741
Non-cash lease expenses		39,704			3,216
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		7127,~~676~~147			1571,~~351~~676
Accounts receivable		8(2,~~333~~543	)		(18,333	)
Prepaid expenses		-			55
Deposit for rent		(4,000	)		-
Other receivable - related party		-			1,098
Prepaid expenses		(6,901	)		-
Deferred revenue and customer deposits		-			(1,500	)
Employee advanced		-			2,700
Payroll liabilities - related party		-			(7,706	)
Operating lease liabilities		(38,802	)		526
Employee advanced		2,700			(2,700	)
Net Cash Used in Operating Activities		(515,320	)		(99,380	)
Operating lease liabilities		526			-
Net Cash Used in Operating Activities		(99,380	)		(98,071	)
Cash Flows from Investing Activities:
Deposit for assets acquisition		(48,000	)		-
Prepaid- assets acquisition		-			(48,000	)
Net Cash Used in Investing Activities		(48,000	)		-
Deposit for license		(639,645	)		-
Net Cash Used in Investing Activities		(639,645	)		(48,000	)
Cash Flows from Financing Activities:
Proceeds from related party loans		~~62,000~~-			1362,~~553~~000
Repayment related party loans		(3385,~~351~~893	)		-(33,351	)
Proceeds from common stock subscription receivable - related party		~~2,000~~-			-2,000
Proceeds from common stock issuance		-			200,000
Proceeds from common stock to be issued		100,000			-
Net Cash Provided by Financing Activities		30,649			213,553
Proceeds from common stock issuance		1,225,000			-
Net change in cash		(116,731	)		115,482
Net Cash Provided by Financing Activities		1,239,107			30,649
Cash, beginning of period		118,569			3,087
Net change in cash		84,142			(116,731	)
Cash, end of period	$	1,838		$	118,569
Cash, beginning of period		1,838			118,569
Cash, end of period	$	85,980		$	1,838
Supplemental cash flow information:
Cash paid for interest	$	-59		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash financing activity
Share surrender, held as treasury stock	$	-		$	600
Related party debt issued for payments of accounts payable	$	28,509		$	-
Issuance common stock for assets acquisition	$	~~7,500,000~~-		$	-7,500,000
Right-of use assets obtained in exchange for new operating lease liabilities	$	~~107,370~~-		$	-107,370
Common stock subscription receivable for common stock issued to related parties	$	-		$	2,000

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

F-6

Table of Contents

PANAMERA HOLDINGS CORPORATION

Notes to the Audited Consolidated Financial Statements

July 31, ~~2024~~2025, and ~~2023~~2024

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

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~~specializing ~~services~~in ~~related~~metals torecycling, andomestically ~~agreement~~sourced ~~effective~~critical onearth ~~March~~materials 1,from ~~2022,~~recycling ~~with First DP Ventures~~CO₂, LPand ~~dba~~energy ~~First Primary Care of Houston, Texas~~production.

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.

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 July 31, ~~2024~~2025, the Company has ~~suffered~~a ~~recurring~~loss ~~losses~~of ~~from operations~~$536,414, ~~has~~ an accumulated deficit of $2223,~~767~~304,~~705~~119 (consisted ~~and~~of ~~earned~~stock-based ~~limited~~compensation ~~revenues~~ of $1914,~~643~~524,741 and ~~during~~impairment ~~the~~loss ~~year~~of ~~ended July 31~~$7,548,000 which ~~2024.~~are non-recurring).The Company intends to fund operations through 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, ~~2025~~2026.

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 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Consolidated Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

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.

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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.

Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. At July 31, 2025, and 2024, the Company had cash of $85,980 and $1,838 and $0 and $0 of cash equivalents, respectively.

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

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.

During the years ended July 31, 2025, and 2024, the Company recorded no bad debt expense, and no allowance for credit losses as of July 31, 2025, and 2024.

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.

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During the year ended December 31,2024, the Company had an 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 3).

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 the years ended July 31, ~~2024~~2025, and ~~2023~~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.

	Years Ended
	July 31
	2024		2023
	2025		2024
	Shares-Current Year		Shares
	Shares		Shares
Convertible Debt-related party	76,148		47,499
Convertible Debt-related parties		7,111		64,495
Unvested restricted common stock		125,000		-
Short term advance payable		11,653		11,653
Stock option		50,000		-
Unvested restricted common stock		-		125,000
		251,148		47,499
Vested common stock option		12,498		50,000
		31,262		251,148

Concentrations of Credit Risk

The Company’s consolidated financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Financial Instruments and Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” ~~which~~on ~~defines~~ fair value measurements for financial instruments measured on a recurring basis, as ~~the~~well ~~exchange~~as ~~price~~for certain assets and liabilities that ~~would~~are beinitially ~~received~~recorded ~~for~~at antheir ~~asset~~estimated orfair ~~paid~~values. toFair ~~transfer~~Value ais ~~liability~~defined ~~(an~~as the exit price), inor the ~~principal~~amount orthat ~~most~~would ~~advantageous~~be ~~market~~received ~~for~~from ~~the~~selling an asset or paid to transfer a liability in an orderly transaction between market participants onas of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

~~F-8~~● ~~Table~~Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. ● Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of ~~Contents~~fair value requires a significant judgment or estimation.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2024 and 2023. The carrying values of our financial instruments, including cash, accounts payable and accrued liabilities and loans payable from related party approximate their fair values due to the shortF-~~term~~9 ~~maturities~~Table of ~~these financial instruments.~~Contents

~~Recent~~Financial ~~Accounting~~instruments ~~Pronouncements~~measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

Recent Accounting Pronouncements The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2024. The Company adopted ASU No. 2023-07 during the year ended July31J, 2025. The pronouncement had no material impact on the Company’s financials.

Segment Information

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews consolidated financial information for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.

Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Consolidated Statements of Operations. Total assets on the Balance Sheets represent our segment assets.

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 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 3).

During the year ended July 31,2024, the Company changed its business activities from consulting to trade of 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.

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.

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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.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of July 31, 2025, and 2024, the Company has not established a liability for uncertain tax positions.

NOTE 3 – 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~~As ~~following~~of ~~table~~July is31, a2025, ~~summary~~and of2024, the assets and liabilities of the Company related to Healthcare consulting operations aswere ~~of July 31~~$0, ~~2024 and July 31, 2023:~~respectively.

	July 31,		July 31,
	2024		2023
Accounts receivable	$	-	$	8,333
Total assets from discontinued operations	$	-	$	8,333

On April 30, 2024, the net amount of $2,664, accounts receivable of 8,333 and accounts payable - payroll of $5,669, were collected and settled.

The following is a summary of discontinued operations for the years ended July 31, 2024 and 2023:

	Years Ended
	July 31,
	2024		2023
Revenues - related party	$	66,667	$	100,001
Cost of revenues - related party		62,743		94,629
Gross Profit		3,924		5,372
Operating expenses		-		-
Income from discontinued operations before income taxes		3,924		5,372
Income tax benefit		-		-
Income from discontinued operations	$	3,924	$	5,372

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The following is a summary of discontinued cash flow for the years ended July 31, 2024 and 2023:

	Years Ended
	July 31,
	2024		2023
Net income	$	3,924	$	5,372
Changes in operating assets and liabilities:
Accounts receivable		8,333		(1	)
Net cash provided by operating activities	$	12,257	$	5,371

During the years ended July 31, 2024 and 2023, the Company did not have investing activities and financing activities from discontinued operations.

NOTE 4 – 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. Pursuant to Binding Letter of Understanding signed on February 7, 2024, the Company signed a Letter of Intent (‘LOI”) with an entity named “Kilgore Industrial “ on July 23, 2024 for asset acquisition by issuance 5,000,000 shares of common stock (was issued on February 6, 2024) and 2,000,000 shares of common stock will be due on closing of agreement. According to LOI dated July 23, 2024, the parties agreed to execute the Asset Purchase Agreement on or before August 23, 2024 and the closing of the proposed transaction will take place as soon as thereafter as all conditions to the transaction are satisfied or waived, but not later than November 22, 2024.

As of the filling date of this Financial Statements, the acquisition was not completed and the Company recognized impairment loss of $7,548,000 for the year ended July 31,2024.

NOTE 5 - RELATED PARTY TRANSACTIONS

During the year ended July 31, 2023, the Company issued 2,000,000 shares of common stock to two directors for $2,000. As of July 31, 2023, the Company recorded a common stock subscriptions receivable – related parties of $2,000. During the year ended July 31, 2024, the payments were collected. This issuance resulted in stock-based compensation of $7,018,000.

On May 15, 2024, the Company entered into a three year employment agreement with Cristopher Proler to serve as President and Member of the Board of Directors. The agreement calls for an annual salary of $200,000 with an increase to $325,000 as soon as practical. Mr. Proler also received 5,000,000 shares of restricted company stock, valued at $7,500,000. As of Juily 31,2024, the Company had accrued unpaid salaries to Mr. Proler of $41,667.

On June 13, 2024, the Company entered into an employment agreement with Juan Juarez for the position of Senior Vice President of Finance with an annual salary of $100,000. Mr. Juarez will receive 125,000 shares of restricted common stock of Panamera Holdings Corporation having a 3-year vesting period, he will be entitled to 50,000 three -year stock options at $1.50 per share vesting fully in the first year on a monthly basis (Note-8). As of July 31,2024, the Company had accrued unpaid salaries to Mr. Juarez of $9,818.

On February 6,2024, the Company also issued 5,000,000 shares of restricted common stock to Jeffrey Kilgore, valued at $7,500,000 for purchase of Kilgore Industrials which has not been finalized as of July 31, 2024 (Note- 4). Jeffery Kilgore was not related party before issuance of stock, as of July 31,2024, Jeffrey Kilgore was stockholder with over 5% ownership, therefore we considered the issuance of 5,000,000 shares of common stock as related party transactions because the stockholder’s ownership is greater than 5%.

During the years ended year ended July 31, 2024 and 2023, related parties financed $62,000 and $13,553 for operation expenses and repaid related parties’ loan of $33,351 and $0, respectively.

As of July 31, 2024, and 2023, the Company was obliged for an unsecured, none-interest bearing demand loans to three related parties, with balances of $76,148 and $47,499, respectively. on June 2, 2023, the Company’s Board of Directors approved and authorized any debt holder in the Company to voluntarily convert their debt into Controlled and Restricted shares of common stock at a conversion price of $1.00 per share within a 5-day period following receipt of notice from the Company in either electronic, verbal, or written form.

During the years ended July 31, 2024 and 2023, the Company recognized $4,435 and $3,990 interest on related party loans and imputed in additional paid-in-capital, respectively.

During the years ended July 31, 2024 and 2023, the Company recognized and paid $56,000 and $86,000 of salary to a member of the board of directors for services rendered to the Company, respectively.

During the years ended July 31, 2024 and 2023, the Company paid $30,475 and $0 salary to Robin Fuller Jennings, the Company’s corporate secretary – related party.

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~~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~~following ~~were~~is ~~performed by~~ a ~~member~~summary of ~~the~~discontinued ~~Company’s~~operations ~~board~~for ~~of directors. During~~ the ~~years~~year ended July 31, 2024 and 2023, the Company generated revenues of $66,667 and $100,001 and recognized and paid $56,000 and $86,000 salary to a member of the board of directors, respectively. On March 29, 2024, the consulting agreement was terminated, and the result of Healthcare operations was recognized as discontinued operations (Note 3).:

During the year ended July 31,2024, the Company generated revenues of $8,320 from sales of material to a company controlled by a related party.

	Year Ended
	July 31
	2024
Revenues -related party	$	66,667
Cost of revenues -related party		62,743
Gross Profit		3,924
Operating expenses		-
Income from discontinued operations before income taxes		3,924
Income tax benefit		-
Income from discontinued operations	$	3,924

The ~~Company~~following ~~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~~summary of ~~the~~discontinued ~~Company,~~cash toflow ~~use~~for atthe noyear ~~charge.~~ended On July 131, 2024~~, The company enter into a lease agreement with third party and moved in new office leased.~~:

Note 6 – LEASE

	Year Ended
	July 31,
	2024
Net income	$	3,924
Changes in operating assets and liabilities:
Accounts receivable		8,333
Net cash provided by operating activities	$	12,257

During the year ended July 31, 2024, the Company did not have investing activities and financing activities from discontinued operations.

NOTE 4 – 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. Pursuant to Binding Letter of Understanding signed on February 7, 2024, the Company signed a Letter of Intent (‘LOI”) with an entity named “Kilgore Industrial “on July 23, 2024, for asset acquisition by issuance 5,000,000 shares of common stock (was issued on February 6, 2024) and 2,000,000 shares of common stock will be due on closing of agreement. According to LOI dated July 23, 2024, the parties agreed to execute the Asset Purchase Agreement on or before August 23, 2024, and the closing of the proposed transaction will take place as soon as thereafter as all conditions to the transaction are satisfied or waived, but not later than November 22, 2024.

On February 6, 2024, the Company issued 5,000,000 shares of common stock to Jeffery Carl Kilgore, principal of Kilgore Industrial, valued at $7,500,000 at market prices on issuance date in connection with assets purchase agreement of an entity and payment of $48,000 in March 2024. The acquisition was not completed, and the Company recognized an impairment loss of $7,548,000 for the year ended July 31,2024.

NOTE 5 – DEPOSIT FOR LICENSE

On May 9, 2025, the Company entered into a binding Letter of Intent “LOI” with an entity” Target” for acquisition license of Target’s innovation systems for use along pursuing strategic partnership and merger of the Company and Target. The Company will have a license to Target’s system technology for carbon conversion to fullerenes and nanotubes. The consideration price are (i) license fee is one - time up-from payment of minimum $3M and up to $5M as mutually agreed, (ii) ongoing license fee of 25% of the net income generated by Target and (iii) grant of 27,000,000 shares of restricted common stock of the Company. The two company’s goal is to complete the transaction by August 31,2025. During the year ended July 31,2025, the Company has made deposits of $639,645 in connection with the agreement. As of July 31,2025, the Agreement was not completed.

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NOTE 6 - RELATED PARTY TRANSACTIONS

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 years ended July 31, 2025, and 2024, the Company generated revenues of $0 and $66,667 and incurred cost of revenues of $0 and $62,743 related to payroll expenses for to a member of the Company’s board of directors, who performed the consulting services in connection with the First DP Ventures LP agreement, respectively. The Cost of revenue of $0 and $62,743 was included the salary payment of $0 and $56,000 to a member of the board of directors, respectively. On March 29, 2024, the consulting agreement was terminated, and the result of Healthcare operations was recognized as discontinued operations (Note 3).

On February 6,2024, the Company also issued 5,000,000 shares of restricted common stock to Jeffrey Kilgore, valued at $7,500,000 for purchase of Kilgore Industrials which has not been finalized as of July 31, 2024. Jeffery Kilgore was not related party before issuance of stock, as of July 31,2024, Jeffrey Kilgore was stockholder with over 5% ownership, therefore we considered the issuance of 5,000,000 shares of common stock as related party transactions because the stockholder’s ownership is greater than 5%.

On May 15, 2024, the Company entered into a three-year employment agreement with Cristopher Proler to serve as President and Member of the Board of Directors. The agreement calls for an annual salary of $200,000 with an increase to $325,000 as soon as practical. Mr. Proler also received 5,000,000 shares of restricted company stock, valued at $7,500,000.

On June 13, 2024, the Company entered into an employment agreement with Juan Juarez for the position of Senior Vice President of Finance with an annual salary of $100,000. Mr. Juarez will receive 125,000 shares of restricted common stock of Panamera Holdings Corporation having a 3-year vesting period, he will be entitled to 50,000 three -year stock options at $1.50 per share vesting fully in the first year on a monthly basis. During the years ended July 31,2025 and 2024, the Company recognized salary of $15,000 and $12,222. paid salary of $16,827 and $2,404 and stock -based compensation of $13,482 and $6,741, respectively. Mr. Jaurez resigned on September 24,2024.

During the years ended July 31, 2025, and 2024, the Company recognized salary of $200,000 and $ 41,667 and paid salary of $184,769 and $0 to the Company’s president.

During the years ended July 31, 2025, and 2024, the Company recognized and paid $92,339 and $0 management fees to the Company’s Chief Executive Officer, respectively

During the years ended July 31,2025 and 2024, the Company recolonized and paid salary of $12,000 and $0 to the Company’s Chief Financial Officer, respectively.

During the years ended July 31, 2025, and 2024, the Company paid $0 and $30,475 salary to Robin Fuller Jennings, the Company’s corporate secretary – related party, respectively.

During the years ended July 31, 2025, and 2024, related parties financed $28,509 and $62,000 for operation expenses and repaid related parties’ loans of $85,893 and $33,351, respectively.

During the years ended July 31, 2025, and 2024, the Company recognized $4,500 and $4,435 interest on related party loans and imputed in additional paid-in-capital, respectively.

During the years ended July 31,2025 and 2024, the Company generated revenues of $ 115,153 and $8,320 from sales of material to a company controlled by a related party.

During the years ended July 31, 2025, and 2024, the Company incurred cost of revenues of $19,100 and $0 from services rendered by a subcontractor controlled by a related party.

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Note 7 – 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 ~~year~~years ended July 31, 2025, and 2024, right-of-use asset and lease information about the Company’s operating lease ~~consist~~consists of:

	Year ended
	Years ended
	July 31,
	2024
	2025		2024
Operating lease cost	$	344,~~742~~000	$	3,742
Variable lease cost		902		-
Total lease cost	$	44,902	$	3,742

Supplemental cash flow information related to leases was as follows:

	Year Ended
	Years ended
	July 31,
	2024
	2025			2024
Cash paid for operating cash flows from operating leases	$	-44,000		$	-
Right-of-use asset obtained in exchange for new operating lease liabilities	$	~~107,370~~-		$	107,370
Weighted-average remaining lease term - operating leases (year)		2.50
Weighted-average discount rate — operating leases		5.88	%		5.88	%
Weighted-average discount rate -operating leases		5.88	%
Weighted-average remaining lease term - operating leases (year)		1.50			2.5

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Supplemental balance sheet information related to leases consists of:

	July 31,		July 31,
	2024
	2025		2024
Operating lease ROU asset	$	104,154
Operating lease right-of-use asset	$	64,450	$	104,154
Operating lease liabilities:
Current portion	$	3845,~~802~~385	$	38,802
Non-current portion		6923,~~094~~709		69,094
	$	~~107~~69,~~896~~094	$	107,896

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

Year ending July 31,
Year ending Jul 31,
2025	$	44,000
2026		48,000
2027		24,000
Thereafter		-
	$	~~116~~72,000
Less imputed interest		(82,~~104~~906	)
Operating lease liabilities	$	~~107~~69,~~896~~094

~~NOTE 7~~ F-14 ~~PROVISION~~Table ~~FOR~~of ~~INCOME TAXES~~Contents

NOTE 8 - INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the consolidated financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

~~F-13~~Due ~~Table~~to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of ~~Contents~~net operating losses carried forward, the Company has not recorded any deferred income tax assets as of July 31, 2025. The Company has incurred a net operating loss (NOL) of $23,304,119, the net operating loss carry forwards will begin to expire in varying amounts beginning with the year ended July 31, 2040, subject to its eligibility as determined by respective tax regulating authorities. NOLs generated in tax years prior to December 31, 2018, can be carryforward for twenty years, whereas NOLs generated after December 31, 2018, can be carryforward indefinitely. The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code. U.S. Federal tax returns are closed by statute for years through 2015. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates. Tax returns for the years ended 2017 through 2024 are subject to review by the tax authorities.

OnNet ~~December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The components of the Company’s~~ deferred tax ~~asset~~assets ~~and~~consist ~~reconciliation~~ of ~~income taxes computed at~~ the ~~new~~following ~~statutory~~components ~~rate of 21% to the income tax amount recorded~~ as of July 31, ~~2024~~2025, and ~~2023 are as follows~~2024:

	July 31,2024			July 31,2023
	July 31,2025			July 31,2024
Net operating carryforward	$	(2223,~~767~~304,~~705~~119	)	$	(722,~~522~~767,~~698~~705	)
Effective tax rate		21	%		21	%
Tax benefit of net operating loss carryforward		4,~~781~~893,~~218~~865			14,~~579~~781,~~767~~218
Valuation allowance		(4,~~781~~893,~~218~~865	)		(14,~~579~~781,~~767~~218	)
Deferred income tax assets	$	-		$	-

AsNOTE of9 ~~July~~- 31, 2024, the Company had $22,767,705 in net operating losses (“NOLs”) that may be available to offset future taxable income. NOLs generated in tax years prior to July 31, 2018, can be carryforward for twenty years, whereas NOLs generated after July 31, 2018 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the CompanySTOCKHOLDERS’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2017 through 2023 are subject to review by the tax authorities.EQUITY

NOTE 8 - 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 designated, issued or outstanding as of July 31, ~~2024~~2025, and ~~2023~~2024.

Common Stock

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

During the year ended July 31, 2023, the Company entered into a common stock purchase agreement with an investor for the issuance of 200,000 shares of restricted common stock at a price of $1.00 per share. On April 28, 2023, the Company issued 200,000 shares of common stock.

During the year ended July 31, 2023, the Company issued 2,000,000 shares of restricted common stock to two directors for $2,000. Due to the issuance of these shares to related parties at par value, the company recognized stock-based compensation of $7,018,000, based on the closing share price of the company’s common stock on the date of grant.

F-14 Table of Contents

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 4).

On June 17, 2024, the Company entered into an engagement agreement with a director and granted 125,000 shares of restricted common stock, with term of three years, fully vesting over a three-year period on a monthly basis. The Company valued the restricted common stock in amount of $124,988 at market price on grant date. During the ~~year~~years ended July 31, 2025, and 2024, the Company recognized stock-based compensation of $6,944 and $3,472, respectively. AsOn ofSeptember ~~July 31~~24, 2024, ~~121,528~~the ~~shares~~employee ~~are not vested~~resigned.

AsDuring ofthe year ended July 31, ~~2024 and 2023~~2025, ~~there~~the ~~were~~Company 51issued 1,~~410~~325,000 shares ~~and 41,410,000 shares~~ of restricted common stock ~~issued~~at prices of $0.50 and $2.00 per share for an aggregate amount of $1,225,000 ~~respectively~~in cash.

F-15

Table of Contents

As of July 31, 2025, and 2024, there were 52,735,000 shares and 51,410,000 shares of common stock issued and 46,735,000 shares and 45,410,000 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 July 31, ~~2024~~2025, and ~~2023~~2024, the Company had 6,000,000 shares of treasury stock valued at $600.

Common stock to be issued

On June 3, 2025, the Company entered into a subscription agreement for 50,000 shares of restricted common stock with price of $2.00 per share for the amount of $100,000 in cash. The Company obtained the amount of $100,000 before ending July 31, 2025, and the shares were issued on September 9,2025.

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. During the ~~year~~years ended July 31, 2025, and 2024, the Company recognized stock option expense of $ 6,538 and $3,269, respectively. On September 24,2024, the officer resigned.

The following is a summary of the change in stock option during the year ended July 31, ~~2024~~2025:

	Options Outstanding						Weighted Average
	Number of			Weighted Average			Remaining life
	Options			Exercise Price			(years)
Outstanding, July 31, 2023		-		$	-			-
Granted		50,000			1.50			3.00
Exercised		-			-			-
Forfeited/canceled		-			-			-
Outstanding, July 31, 2024		50,000		$	1.50			2.88
Exercisable options, July 31, 2024		4,166		$	1.50			2.88
Granted		-			-			-
Exercised		-			-			-
Forfeited/canceled		(37,502	)		(1.50	)		(2.73	)
Outstanding, July 31, 2025		12,498		$	1.50			-
Exercisable options, July 31, 2025		12,498		$	1.50			2.13

The intrinsic value of the options as of July 31, ~~2024~~2025, 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~~The expected term is calculated using a simplified method for ~~plan~~ plain vanilla options.

The Company utilized the following assumptions:

	Year Ended
	July 31,
	2024
Expected term	2 years
Expected average volatility		187	%
Expected dividend yield		-
Risk-free interest rate		4.75	%

F-1516 Table of Contents

NOTE 910 – CONCENTRATION

As of July 31, ~~2024~~2025, and ~~2023~~2024, customer and supplier concentrations (more than 10%) were as follows:

Revenue

	Percentage of Revenue						Percentage of
	For Years Ended						Accounts Receivable
	Years Ended						Accounts Receivable
	July 31						July 31			~~July 31~~
	2024			2023			2024			2023
	2025			2024			2025			2024
Customer A		57.64	%		-			-			-
Customer A-related party		47.70	%		42.36	%		-			-
Customer B-related party		42.36	%		-			-			-
Customer B		25.37	%		-			-			-
Total (as a group)		100.00	%		-			-			-
Customer C		24.88	%		-			100.00	%		-
Customer D		1.25	%		57.64	%		-			-
Total (as a group)		99.20	%		100.00	%		100.00	%		-

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 ~~years~~ year ended July 31, 2024 ~~and 2023~~, all discontinued revenue of $66,667 ~~and~~was ~~$100,001 and as of July 31, 2024 and 2023, the accounts receivable of $0 and $8,333 were~~ derived from one customer~~, respectively~~.

Cost of Revenue

	Percentage of Purchase						Percentage of
	For Years Ended						Accounts payable for purchase
	Years Ended						Accounts payable for purchase
	July 31						July 31			~~July 31~~
	2024			2023			2024			2023
	2025			2024			2025			2024
Supplier A		65.36	%		-			-			-
Supplier A-related party		10.62	%		-			0.00	%		-
Supplier B		2510.9828	%		-			-0.00	%		-
Total		91.34	%		-			-			-
Supplier C		28.37	%		-			-			-
Supplier D		12.66	%		-			-			-
Supplier E		21.11	%		-			-			-
Supplier F		4.76	%		-			100.00	%		-
Supplier G		-			65.36	%		-			-
Supplier H		-			25.98	%		-			-
Total (as a group)		87.80	%		91.34	%		100.00	%		0.00	%

Discontinue Cost of Revenue

During the ~~years~~year ended July 31, 2024, ~~and 2023,~~ the discontinues cost of revenue of $62,743 ~~and~~ ~~$94,629~~ was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting services.

~~NOTE~~F-17 ~~10–~~Table ~~COMMITMENTS~~of ~~AND CONTINGENCIES~~Contents

~~The~~NOTE 11 ~~Company~~– ~~had~~COMMITMENTS noAND ~~other commitments or contingencies as of July 31, 2024.~~CONTINGENCIES

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

~~Management~~We ~~believes~~are aware that itJeffrey Kilgore filed a lawsuit on August 28, 2025 in Jefferson County, Texas. Cause No. 25DCCV1693, Jefferson County, Texas; Jeff Kilgore vs. Panamera Holdings Corporation; the Plaintiff is ~~adequately~~claiming ~~insured~~he ~~for~~is ~~its~~owed ~~operations~~certain ~~and~~shares ~~there~~in ~~are~~compensation nofor ~~current~~services. ~~matters~~This ~~that~~claim ~~would~~is ~~have~~disputed and without merit. Kilgore has requested a ~~material~~temporary ~~effect~~injunction, onand the ~~Company's~~hearing ~~consolidated~~for ~~financial~~same ~~position~~is orset ~~results~~for December 4, 2025. At this point an estimate for possible range of ~~operations~~loss cannot be made. The company believes this is without merit, and we intend to vigorously defend against it.

NOTE 1112 – SUBSEQUENT EVENTS

Management evaluated all additional events through the date the consolidated financial statements were available to be issued. Based upon this review, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

OnIn August 82025, ~~2024,~~ the Company entered into atwo ~~binding~~subscription ~~Purchase~~agreements ~~Agreement for Membership Interests~~ with ~~AusTex~~two ~~Aggregates~~investors ~~LLC~~for ~~(“AA”)~~an ~~and~~aggregate ~~the~~101,074 ~~owner~~shares of ~~100%~~restricted ofcommon ~~the~~stock ~~issued~~at ~~and~~prices ~~outstanding Membership Interests~~ of AA$3.50 Byand ~~the~~$5.49 ~~terms~~per ofshare ~~the~~for ~~agreement,~~an ~~the~~aggregate ~~parties~~amount ~~closed~~of ~~the Purchase Agreement on October 1~~$535,000 ~~2024~~in ~~with~~cash. ~~the~~On ~~exchange~~September ~~of 2~~4,~~750~~2025,~~000~~ ~~Shares of restricted common stock from~~ the ~~treasury of the~~ Company toissued ~~the AA’s Member~~91,074 ~~and~~shares ~~the delivery~~ of ~~100%~~restricted ofcommon ~~the Membership Interests by AA’s Member to the Company~~stock.

On ~~November~~September 19,20205, ~~2024~~the ~~Joshua~~Company ~~Greenberg~~issued ~~purchased 100~~50,000 shares of ~~newly issued~~ restricted common stock ofin ~~Panamera~~connection ~~Holdings~~with ~~Corporation~~stock atsubscription aJune ~~price~~3,2025 for amount of 50$100.000 ~~cents~~in ~~per~~cash ~~share~~(Note 9).

~~F-16~~During August through October 2025, the Company paid $347,500 in connection with license acquisition (Note 5).

Pursuant to binding Letter of Intent “LOI” agreement dated May 9,2025 (Note 5), on August 1,2025, the Company entered into a license agreement with Rain Cage Carbon, (“Rain Cage”) Inc. for securing exclusive rights to the innovative systems of Rain Cage for use in the U.S and Mexico, including groundbreaking carbon conversion and clean energy technologies. The license fees agreed for (i) up-front licenses fee payment of $4,900,000, (ii) an ongoing license fee of 25% of the net income raised from license’s activities, (ii) grant of 27,000,000 shares of restricted Common Stock. The Company and Rain Cage Carbon entered into a promissory note agreement for payment of up-from license fee of $4,900,000, with initial payment of $500,000 and quarterly payment balance starting October 1,2025, for period of 18 months and interest bearing of 4.9% per annum. On August 1,2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition. At date of filing this Financial Statements, in addition the deposits payment ( Note 5), the Company paid $347,000 to Rain Cage.

F-18

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