UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 2025
	For the quarterly period ended October 31, 2025
or
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

Commission File Number 000-55569

PANAMERA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(713) 878-7200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date~~. 52~~ 79,~~360~~886,~~000~~ 074 shares of common stock outstanding as of ~~June~~February 1317, ~~2025~~2026.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2120
Item 4.	Controls and Procedures	2120

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23

SIGNATURES		24

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PANAMERA HOLDINGS CORPORATION

Consolidated Balance Sheets

(Unaudited)

	April 30,			July 31,
	October 31,			July 31,
	2025			~~2024~~2025
Assets
Current Assets
Current Assets:
Cash	$	~~150~~47,~~274~~888		$	185,~~838~~980
Prepaid expenses		265,026			-6,901
Deposit for license		45,000			-
Accounts receivable		2,543			2,543
Total Current Assets		~~195~~55,~~300~~457			195,~~838~~424
Non-Current Assets
Non-Current Assets:
Operating lease right-of-use asset		74,612			104,154
Deposit for rent		4,000			4,000
Total Assets	$	269,912		$	105,992
Deposit for license		-			639,645
Operating lease right-of-use asset		54,126			64,450
Total Assets	$	113,583		$	803,519
Liabilities and Stockholders' Equity
Current Liabilities
Current Liabilities:
Accounts payable and accrued liabilities	$	~~159~~135,~~456~~054		$	~~104~~91,~~061~~206
Accounts payable-related party		1,650			-
Short term advance payable		11,653			11,653
Due to related party		~~12,889~~-			647,~~495~~111
Operating lease liability - current portion		44,725			38,802
Note payable, related party -current portion		3,262,855			-
Total Current Liabilities		230,373			219,011
Operating lease liability - current portion		46,055			45,385
Non-current Liability
Total Current Liabilities		3,455,617			155,355
Operating lease liability		35,306			69,094
Non-current Liability:
Total Liabilities		265,679			288,105
Note payable, related party		650,000			-
Stockholders' Equity (Deficit)
Operating lease liability		11,941			23,709
Total Liabilities		4,117,558			179,064
Stockholders' Equity
Preferred stock: 50,000,000 authorized; $0.0001 par value, no shares issued and outstanding		-			-
Common stock: 550,000,000 authorized; $0.0001 par value, 51,510,000 shares and 51,410,000 shares issued at April 30, 2025 and July 31, 2024, respectively		5,151			5,141
Common stock: 550,000,000 authorized; $0.0001 par value, 79,876,074 shares and 52,735,000 shares issued at October 31, 2025, and July 31, 2025, respectively		7,988			5,274
Additional paid in capital		22172,~~649~~921,~~273~~332			2223,~~581~~823,~~051~~900
Treasury stock, at cost: 6,000,000 shares at April 30, 2025 and July 31, 2024, respectively		(600	)		(600	)
Treasury stock, at cost: 6,000,000 shares at October 31, 2025, and July 31, 2025, respectively		(600	)		(600	)
Common stock to be issued, 850,000 shares and 0 shares, respectively		425,000			-
Common stock to be issued,10,000 shares and 50,000 shares at October 31, 2025, and July 31,2025, respectively		35,000			100,000
Accumulated deficit		(23176,~~074~~967,~~591~~695	)		(2223,~~767~~304,~~705~~119	)
Total Stockholders' Equity (Deficit)		4,233			(182,113	)
Total Stockholders' Equity		(4,003,975	)		624,455
Total Liabilities and Stockholders' Equity (Deficit)	$	269,912		$	105,992
Total Liabilities and Stockholders' Equity	$	113,583		$	803,519

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

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Operations

(Unaudited)

	For the						~~For the~~
	Three Months Ended						~~Nine Months Ended~~
	April 30,						April 30,
	October 31,
	2025			2024			~~2025~~			~~2024~~
Revenues -related party	$	~~40,259~~-		$	-35,663		$	~~115,153~~		$	-
Revenues		~~69,342~~-			-7,905			~~77,247~~			-
Total revenues		~~109,601~~-			-43,568			~~192,400~~			-
Cost of revenues -related party		-			-			20,750			-
Cost of revenues		-			18,493
Cost of revenues		99,574			-			118,067			-
Total cost of revenue		-			18,493
Total cost of revenue		99,574			-			138,817			-
Gross profit		-			25,075
Gross profit		10,027			-			53,583			-
Operating expenses
Operating expenses
Professional fees		32,638			144
Professional fees		25,577			7,537			52,229			54,021
Research and development expenses		153,400,000			-
General and administration expenses		99182,~~913~~820			7114,~~501,483~~075			~~304,066~~			~~7,561,997~~
Total operating expenses		~~125~~153,~~490~~615,458			7114,~~509,020~~219			~~356,295~~			~~7,616,018~~
Net loss from operations		(~~115~~153,~~463~~615,458	)		(789,~~509,020~~144	)		~~(302,712~~	)		~~(7,616,018~~	)
Other income (expense)
Interest income		~~553~~1,630			4320			~~634~~			~~1,021~~
Interest expense		(~~900~~49,748	)		(1,~~315~~937	)		~~(4,808~~	)		~~(2,659~~	)
Total other expense		(~~347~~48,118	)		(1,~~272~~917	)		~~(4,174~~	)		~~(1,638~~	)
Loss from continuing operations before taxes		(115,810	)		(7,510,292	)		(306,886	)		(7,617,656	)
Loss from operations before taxes		(153,663,576	)		(91,061	)
Income tax benefit		-			-			-			-
Loss from continuing operations	$	(115,810	)	$	(7,510,292	)	$	(306,886	)	$	(7,617,656	)
Loss from operations	$	(153,663,576	)	$	(91,061	)
Discontinued operations:
Net Loss	$	(153,663,576	)	$	(91,061	)
Income from discontinued operations		-			1,199			-			3,924
Net loss per common share - basic and diluted	$	(2.08	)	$	(0.00	)
Income from discontinued operations, net of tax	$	-		$	1,199		$	-		$	3,924
Weighted average number of common shares outstanding, basic and diluted		73,886,047			45,417,989
Net Loss	$	(115,810	)	$	(7,509,093	)	$	(306,886	)	$	(7,613,732	)
Loss from continuing operations per common share - basic and diluted	$	(0.00	)	$	(0.17	)	$	(0.01	)	$	(0.20	)
Income from discontinued operations per common share - basic and diluted	$	0.00		$	0.00		$	0.00		$	0.00
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.17	)	$	(0.01	)	$	(0.20	)
Weighted average number of common shares outstanding, basic and diluted		45,520,416			44,910,000			45,485,651			38,519,091

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

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the Three ~~and Nine~~ Months Ended ~~April~~October 3031, 2025

					Additional								Common Stock
	Common Stock				Paid in		Treasury Stock						to be issued						Accumulated
	Shares		Amount		Capital		Shares			Amount			Shares			Amount			Deficit			Total
Balance - July 31, 2024		51,410,000	$	5,141	$	22,581,051		(6,000,000	)	$	(600	)		-		$	-		$	(22,767,705	)	$	(182,113	)
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
Imputed interest on related party loans		-		-		1,878		-			-			-			-			-			1,878
Issuance common stock for subscription		50,000		5		99,995		-			-			(50,000	)		(100,000	)		-			-
Restricted stock - based compensation		-		-		6,944		-			-			-			-			-			6,944
Issuance common stock for cash		91,074		9		499,991		-			-			-			-			-			500,000
Stock option compensation		-		-		6,538		-			-			-			-			-			6,538
Stock subscriptions for common stock		-		-		-		-			-			10,000			35,000			-			35,000
Net loss for the period		-		-		-		-			-			-			-			(91,061	)		(91,061	)
Imputed interest on related party loans		-		-		146		-			-			-			-			-			146
Balance - October 31, 2024		51,410,000		5,141		22,596,411		(6,000,000	)		(600	)		-			-			(22,858,766	)		(257,814	)
Restricted common stock for license acquisition		27,000,000		2,700		148,497,300		-			-			-			-			-			148,500,000
														-			-
Net loss for the period		-		-		-		-			-			-			-			(153,663,576	)		(153,663,576	)
Imputed interest on related party loans		-		-		1,884		-			-			-			-			-			1,884
Balance - October 31, 2025		79,876,074	$	7,988	$	172,921,332		(6,000,000	)	$	(600	)		10,000		$	35,000		$	(176,967,695	)	$	(4,003,975	)
Issuance common stock for cash		100,000		10		49,990		-			-			-			-			-			50,000
Net loss for the period		-		-		-		-			-			-			-			(100,015	)		(100,015	)
Balance - January 31, 2025		51,510,000		5,151		22,648,285		(6,000,000	)		(600	)		-			-			(22,958,781	)		(305,945	)
Stock subscriptions for common stock		-		-		-		-			-			850,000			425,000			-			425,000
Imputed interest on related party loans		-		-		988		-			-			-			-			-			988
Net loss for the period		-		-		-		-			-			-			-			(115,810	)		(115,810	)
Balance - April 30, 2025		51,510,000	$	5,151	$	22,649,273		(6,000,000	)	$	(600	)		850,000		$	425,000		$	(23,074,591	)	$	4,233

For the Three ~~and Nine~~ Months Ended ~~April~~October 3031, 2024

							Common Stock
					Additional
					Additional		Subscription
	Common Stock				Paid in		Treasury Stock						Accumulated
	Common Stock				Paid in		Receivable -			Treasury Stock						Accumulated
	Shares		Amount		Capital		Shares			Amount			Deficit			Total
	Shares		Amount		Capital		Related parties			Shares			Amount			Deficit			Total
Balance - July 31, 2024		51,410,000	$	5,141	$	22,581,051		(6,000,000	)	$	(600	)	$	(22,767,705	)	$	(182,113	)
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		-		-		1,878		-			-			-			1,878
Imputed interest on related party loans		-		-		919		-			-			-			-			919
Restricted stock-based compensation		-		-		6,944		-			-			-			6,944
Net loss for the period		-		-		-		-			-			-			(62,992	)		(62,992	)
Stock option compensation		-		-		6,538		-			-			-			6,538
Balance - October 31, 2023		41,410,000		4,141		7,571,794		(2,000	)		(6,000,000	)		(600	)		(7,585,690	)		(12,355	)
Net loss for the period		-		-		-		-			-			(91,061	)		(91,061	)
Collected common stock subscription receivable -related parties		-		-		-		2,000			-			-			-			2,000
Balance - October 31, 2024		51,410,000	$	5,141	$	22,596,411		(6,000,000	)	$	(600	)	$	(22,858,766	)	$	(257,814	)
Imputed interest on related party loans		-		-		425		-			-			-			-			425
Net loss for the period		-		-		-		-			-			-			(41,647	)		(41,647	)
Balance - January 31, 2024		41,410,000		4,141		7,572,219		-			(6,000,000	)		(600	)		(7,627,337	)		(51,577	)
Issuance of common stock to management for services		5,000,000		500		7,499,500		-			-			-			-			7,500,000
Issuance common stock - assets acquisition		5,000,000		500		7,499,500		-			-			-			-			7,500,000
Imputed interest on related party loans		-		-		1,315		-			-			-			-			1,315
Net loss for the period		-		-		-		-			-			-			(7,509,093	)		(7,509,093	)
Balance - April 30, 2024		51,410,000	$	5,141	$	22,572,534	$	-			(6,000,000	)	$	(600	)	$	(15,136,430	)	$	7,440,645

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

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PANAMERA HOLDINGS CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

	For the
	Nine Months Ended
	Three Months Ended
	April 30,
	October 31,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(~~306~~153,~~886~~663,576	)	$	(791,~~613,732~~061	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest on related party loan		~~4,750~~146			21,~~659~~878
Stock-based compensation-management		-			7,500,000
Research and development expenses		153,400,000			-
Stock-based compensation		~~13,482~~-			-13,482
Non-cash lease expenses		2910,~~542~~324			-9,692
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		7643,~~792~~848			575,~~304~~273
Accounts receivable		-			8,333
Prepaid expenses		1,875			(4,855	)
Accounts payable-related party		1,650			-
Other receivable		-			(2,519	)
Prepaid expenses		(26	)		-
Operating lease liabilities		(11,098	)		(6,466	)
Employee advanced		-			2,700
Net Cash Used in Operating Activities		(218,481	)		(4,576	)
Operating lease liabilities		(27,865	)		-
Net Cash Used in Operating Activities		(208,561	)		(94,736	)
Cash Flows from Investing Activities:
Prepaid- assets acquisition		-			(48,000	)
Deposit for license		(45,000	)		-
Net Cash Used in Investing Activities		(45,000	)		(48,000	)
Cash Flows from Financing Activities:
Proceeds from related party loans		-			585,~~500~~598
Repayment related party loans		(737,~~003~~111	)		(331,~~351~~600	)
Proceeds from common stock subscription receivable - related party		-			2,000
Repayment note payable -related party		(347,500	)		-
Proceeds from common stock to be issued		~~425~~35,000			-
Proceeds from common stock issuance		50500,000			-
Net Cash Provided by Financing Activities		~~401~~180,~~997~~389			273,~~149~~998
Net change in cash		~~148~~(38,~~436~~092	)		(~~115,587~~578	)
Cash, beginning of period		185,~~838~~980			~~118~~1,~~569~~838
Cash, end of period	$	~~150~~47,~~274~~888		$	21,~~982~~260
Supplemental cash flow information:
Cash paid for interest	$	59-		$	-29
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash financing activity
Supplemental disclosure of non-cash financing
Related party debt issued for payments of accounts payable	$	21,397		$	-
Deposit for license applied to note payable -related party	$	639,645		$	-
Issuance common stock for assets acquisition	$	-		$	7,500,000
Issuance common stock for subscription	$	100,000		$	-
Issuance restricted common stock as treasury stock- assets acquisition	$	-		$	2,282,500

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

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PANAMERA HOLDINGS CORPORATION

Notes to the Unaudited Interim Consolidated Financial Statements

~~April~~October 3031, 2025

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS

Panamera Holdings Corporation (the “Company”) is a Nevada corporation incorporated on May 20, 2014. It is based in Houston, TX. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized shares of common stock from 150,000,000 shares of common stock to 550,000,000 shares of common stock, par value $0.0001 per share. The Company’s fiscal year end is July 31.

The Company ~~intended~~are tocurrently ~~offer~~seeking ~~management~~new ~~and~~business ~~consulting~~opportunities ~~services~~with toestablished ~~healthcare~~operating ~~organizations~~business ~~but~~entities ~~has~~to ~~redirected~~merge ~~its~~with ~~efforts~~or to ~~now~~acquire ~~pursuing~~with ~~business~~our ~~opportunities,~~primary ~~including~~emphasis ~~but~~in ~~not limited to~~ the environmental services industry, emerging innovative technologies ~~and individual health choices~~ led by innovation with integration. ToThe ~~date, the~~ Company’s activities have been limited to its formation and ~~the~~specializing ~~raising~~in ofmetals ~~equity~~recycling, ~~capital~~domestically ~~and~~sourced ~~consulting~~critical ~~services~~earth ~~related~~materials tofrom anrecycling ~~agreement effective on March 1~~CO₂, ~~2022,~~and ~~with~~energy ~~First DP Ventures, LP dba First Primary Care of Houston, Texas~~production.

On August 1, 2025, the Company entered into a license agreement with Rain Cage Carbon, Inc. (“Ranin Cage”) 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. This will enhance abilities to raise equity capital and specializing in metals recycling, domestically sourced critical earth materials from recycling CO₂, and energy 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended July 31, ~~2024~~2025, as filed with the SEC on ~~January~~November 1325, 2025.

Basis of Consolidation

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

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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.

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Accounts Receivable

Accounts receivables are recorded in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 310, “Receivables.” Accounts receivables are recorded at the invoiced amount or agreement and do not bear interest. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

Revenue Recognition

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

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

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

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

During the nine months ended April 30,2024, 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 4).

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

Net Loss Per Share of Common Stock

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

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

	Three Months Ended
	October 31
	2025		2024
	Shares		Shares
Convertible Debt-related parties		-		68,493
Short term advance payable		11,653		11,653
Unvested common stock option		12,498		10,416
Note payable -related party		5,968		-
		30,119		90,562

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For the nine months ended April 30, 2025, and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	Nine Months Ended
	April 30
	2025		2024
	Shares		Shares
Convertible Debt-related parties		12,889		72,648
Short term advance payable		11,653		-
Vested common stock options		12,498		-
		37,040		72,648

Recent Accounting Pronouncements

The Company has implemented all the 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.

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,” on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as 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:

	●	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 fair value requires a significant judgment or estimation.

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 period ended October 31, 2025. The pronouncement had no material impact on the Company’s financials.

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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. Total revenue and net loss represent our results of operations.

Commitments and Contingencies

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

Share-Based Compensation

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

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

License Technology

The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized as an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. Assets acquired as part of an asset acquisition that are considered to be in-process research and development (IPR&D) are immediately expensed unless there is an alternative future use in other research and development projects.

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.

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.

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The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

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Reclassification

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

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of ~~April~~October 3031, 2025, the Company has a loss of $~~306~~153,~~886~~663,576, an accumulated deficit of $23176,~~074~~967,~~591 (consisted of stock-based compensation of $14,524,741 and impairment loss of $7,548,000 which are non-recurring)~~695. The Company intends to fund operations through debt and/or equity financing arrangements and related party advances, which may ~~should~~not be sufficient 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 4 – ~~DISCOUNTINED~~ACQUISITION ~~OPERATIONS~~OF LICENSED TECHNOLOGY

On ~~March~~August 1, ~~2022~~2025, the Company entered ininto a ~~consulting~~Head ~~agreement~~License inAgreement ~~the~~“Agreement” ~~field~~with ofan ~~Healthcare~~entity” ~~with~~Target” for acquisition a ~~monthly~~license ~~payment~~to ofcertain ~~$8,333,~~technologies ~~with~~of ~~First~~Target’s DPinnovation ~~Ventures,~~systems ~~LP.~~for ~~The~~use ~~services~~along ~~were~~pursuing ~~performed~~strategic bypartnership aand ~~member~~merger of the Company and Target. The Company will have a license to Target’s ~~board~~system oftechnology ~~directors~~for carbon conversion to fullerenes and nanotubes. OnThe consideration ~~March~~license ~~29,~~fees ~~2024~~agreed (i) one - time up-front payment of $4,900,000, (ii) ongoing license fee of 25% of the ~~consulting~~net ~~agreement~~income ~~was~~generated ~~terminated~~from license’s activities (iii) grant of 27,000,000 ~~and~~shares of restricted common stock of the Company. ~~implemented~~The Company and Target entered into a ~~plan~~promissory tonote ~~divest~~agreement ~~the~~for ~~Healthcare~~payment ~~consulting~~of toup-front ~~focus~~license ~~its~~fee ~~resources~~of on$4,900,000, ~~the~~with ~~new~~initial ~~operations~~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.

AsDuring ofthe ~~April~~year ~~30,~~ended ~~2025, and~~ July 31,~~2024~~2025, the ~~assets~~Company ~~and~~made ~~liabilities~~deposits of ~~the~~$639,645 ~~Company~~in ~~related~~contraction toof ~~Healthcare~~license ~~consulting~~acquisition ~~operations were $0, respectively~~agreement.

~~The~~On ~~following~~August is1,2025, athe ~~summary~~Company issued 27,000,000 shares of ~~discontinued~~restricted ~~operations~~common ~~for~~stock ~~the~~in ~~three~~connection ~~and~~with ~~nine~~the ~~months~~executed ~~ended~~license ~~April 30, 2024:~~acquisition.

	Three Months Ended		Nine Months Ended
	April 30		April 30
	2024		2024
Revenues -related party	$	16,667	$	66,667
Cost of revenues -related party		15,468		62,743
Gross Profit		1,199		3,924
Operating expenses		-		-
Income from discontinued operations before income taxes		1,199		3,924
Income tax benefit		-		-
Income from discontinued operations	$	1,199	$	3,924

The Company recognized the fair value of license agreement with consideration of value of 27,000,000 shares of restricted common stock for amount of $148,500,000 issued on August 1,2025 and face value of $4,900,000 note payable for an aggregate amount of $153,400,000.

10The ~~Table~~transaction was accounted for as an asset acquisition of ~~Contents~~in process research & development (IPR&D) with no alternative future use. The Company recognized the entire amount of the consideration of $153,400,000 as research and development expenses upon closing the transaction.

~~The~~NOTE ~~following~~5 is– aPROMISSORY ~~summary~~NOTE of-RELATED ~~discontinued cash flow for the nine months ended April 30, 2024:~~PARTY

	Nine Months Ended
	April 30
	2024
Net income	$	3,924
Changes in operating assets and liabilities:
Accounts receivable		8,333
Net cash provided by operating activities	$	12,257

Pursuant to license agreement dated August 1,2025 (Note 4), the Company entered into a promissory note agreement for payment of up-front 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.

~~NOTE 5~~During -the ~~RELATED~~three ~~PARTY~~months ~~TRANSACTIONS~~ended October 31,2025 and the year ended July 31,2025, the Company repaid due of $347,500 and $639,645, respectively. During the three months ended October 31,2025, the Company recognized interest expenses 49,602.

~~During~~As ~~the~~of ~~nine~~October ~~months ended April 30~~31, 2025, ~~and~~the ~~2024,~~Company ~~related~~has ~~parties~~promissory ~~financed~~note ~~$21,398 and~~payable of $583,~~500 for~~912,855 ~~operation expenses~~ and ~~repaid~~accrued ~~related~~interest ~~parties’ loan~~ of $7349,~~003 and $33,351, respectively~~602.

AsNOTE 6 ~~of April 30, 2025, and July 31, 2024, the Company was obliged for unsecure, non~~-~~interest-bearing~~ ~~demand~~RELATED ~~loans~~PARTY ~~to four related parties, with balances of $12,889 and $64,495 respectively.~~TRANSACTIONS

~~During~~On June 13, 2024, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~April~~an 30employment agreement with Juan Juarez for the position of Senior Vice President of Finance with an annual salary of $100,000. ~~2025~~Mr. Juarez will receive 125,000 shares ~~and~~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 three months ended October 31, 2024, the Company recognized salary of $415,~~750 and~~000. paid salary of $216,~~659~~827 ~~interest~~and onstock ~~related~~-based ~~party balances~~compensation ~~and~~of ~~imputed~~$13,482. inMr. ~~additional~~Jaurez ~~paid-in-capital,~~resigned ~~respectively~~on September 24,2024.

During the ~~nine~~three months ended ~~April~~October 3031, 2025, and 2024, ~~the~~related ~~Company~~parties ~~recognized~~financed ~~and paid~~ $0 and $565,~~000~~598 offor ~~salary~~operation toexpenses aand ~~member~~repaid ofrelated ~~the~~parties’ ~~board~~loan of ~~directors~~$7,111 and ~~for services rendered to the Company~~$1,600, respectively.

During the ~~nine~~three months ended ~~April~~October 3031, 2025, and 2024, the Company ~~paid~~recognized $0 146 and $301,~~475~~878 ~~salary~~interest toon ~~Robin~~related ~~Fuller~~party balances ~~Jennings~~and ~~the~~imputed ~~Company’s~~in ~~corporate~~additional ~~secretary – related party~~paid-in-capital, respectively.

During the ~~nine~~three months ended ~~April~~October 3031, 2025, and ~~2024,~~20234the ~~the~~ Company ~~recognized~~generated ~~salary~~revenues of $~~150,000~~0 and $035,663 from ~~and~~sales ~~paid~~of ~~salary~~material ofto ~~$78,500~~a ~~and~~company $0controlled toby ~~the~~a ~~Company’s~~related ~~president~~party.

On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $8,333, with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors. During the ~~nine~~three months ended ~~April~~October 3031, 2025, and 2024, the Company ~~generated~~recognized ~~revenues~~salary of $050,000 and $6650,~~667, respectively. On March 29, 2024, the consulting agreement was terminated,~~ 000 and ~~the~~paid ~~result~~salary of ~~Healthcare operations was recognized as discontinued operations (Note 4). During the nine months ended April 30~~$50,~~2025~~ 000 and ~~2024, the Company 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 (Note 4)~~president.

During the ~~nine~~three months ended ~~April~~October 3031, 2025, and 2024, the Company ~~generated~~recognized ~~revenues~~and ofpaid $~~115~~65,~~153~~500 and $0 ~~from~~management ~~sales~~fees ~~of material~~ to athe ~~company~~Company’s ~~controlled~~Chief byExecutive aOfficer, ~~related party~~respectively.

During the nine months ended April 30, 2025, and 2024, the Company incurred cost of revenues of $20,750 and $0 from services rendered by a subcontractor controlled by a related party.

As of April 30, 2025, and July 31, 2024, the Company was obliged for accounts payable to one related party, with balances of $1,650 and $0, respectively

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~~Note~~During the three months ended October 31,2025 and 2024, the Company recolonized and paid salary of $12,000 6and –$0 to ~~LEASE~~the Company’s Chief Financial Officer, respectively.

Pursuant to terms and condition license agreement dated August 1,2025 (Note 4), the Company entered into a promissory note agreement of $4,900,000 with Licensor (Noteholder) 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 to Licensor (Noteholder), valued at $148,500,000. By issuance of the shares, the Noteholder became related party. During the three months ended October 31,2025, the Company repaid due of $347,500 and recognized interest expenses 49,602.

As of October 31, 2025, and July 31, 2025, the Company was obliged for unsecure, non-interest-bearing demand loans to four related parties, with balances of $0 and $7,111 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.

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 three ~~and nine~~ months ended ~~April~~October 3031, 2025, and 2024, right-of-use asset and lease information about the Company’s operating lease consist of:

The components of lease expense were as follows:

	Three months ended			Nine months ended
	Three Months Ended
	April 30,			April 30,
	October 31,
	2025			~~2025~~2024
Operating lease cost	$	12,000		$	328,000
Variable lease cost		(~~775~~774	)		13,~~677~~226
Total lease cost	$	11,~~225~~226		$	3311,~~677~~226

Supplemental cash flow information related to leases was as follows:

Cash paid for operating cash flows from operating leases	$	32,000
	Three Months Ended
Weighted-average discount rate — operating leases		5.88	%
	October 31,
Weighted-average remaining lease term - operating leases (year)		1.76
	2025			2024
Cash paid for operating cash flows from operating leases	$	12,000		$	8,000
Right-of-use asset obtained in exchange for new operating lease liabilities	$	-		$	107,370
Weighted-average discount rate — operating leases		5.88	%		5.88	%
Weighted-average remaining lease term - operating leases (year)		1.25			2.25

Supplemental balance sheet information related to leases consists of:

	April 30,
	October 31,		July 31,
	2025		2025
Operating lease right-of-use asset	$	7454,~~612~~126	$	64,450
Operating lease liabilities:
Current portion		4446,~~725~~055	$	45,385
Non-current portion		3511,~~306~~941		23,709
	$	8057,~~031~~996	$	69,094

The following table outlines the maturities of our lease liabilities as of April 30, 2025:

Year ending Jul 31,
2025 (excluding the nine months ended April 30, 2025)	$	12,000
2026		48,000
2027		24,000
Thereafter		-
	$	84,000
Less imputed interest		(3,969	)
Operating lease liabilities	$	80,031

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~~NOTE 7~~The -following ~~STOCKHOLDERS’~~table ~~EQUITY~~outlines the maturities of our lease liabilities as of October 31, 2025:

Year ending Jul 31,
2026 (excluding the three months ended October 31, 2025)	$	36,000
2027		24,000
Thereafter		-
	$	60,000
Less imputed interest		(2,004	)
Operating lease liabilities	$	57,996

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 issued or outstanding as of ~~April~~October 3031, 2025, and July 31, ~~2024~~2025.

Common Stock

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

On ~~November~~June 117, 2024, the Company entered into an ~~investor~~engagement agreement with a director and granted ~~purchased 100~~125,000 shares of restricted common stock, with term of ~~the~~three ~~Company~~years, atfully vesting over a ~~price~~three-year ofperiod $0on a monthly basis.~~50 per~~ ~~share~~The ~~for~~Company ~~cash~~valued the restricted common stock in amount of $50124,~~000~~988 at market price on grant date. ~~The~~During ~~Company~~the ~~issued 100~~three months ended October 31,~~000 shares~~ of2024, ~~common~~the Company recognized stock-based oncompensation ~~November~~of 5$6,~~2024~~944. On September 24,2024, the employee resigned

AsDuring ofthe ~~April~~three ~~30,~~months ~~2025,~~ended ~~and~~October ~~July~~ 31, ~~2024~~2025, ~~there~~the ~~were 51,510,000 shares~~Company ~~and~~issued 5191,~~410,000~~074 shares of restricted common stock ~~issued~~at ~~and 45,510,000 shares~~price ~~and~~of $5.49 ~~45,410,000 shares~~per ofshare ~~common~~for ~~stock~~an ~~outstanding~~amount of $500,000 in ~~respectively~~cash.

During the three months ended October 31,2025, the Company issued 50,000 shares of restricted common stock at price of $2.00 per share to settle the stock subscription payable of $100,000.

During the three months ended October 31,2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition, valued at $148,500,000 (Note 4).

As of October 31, 2025, and July 31, 2025, there were 79,876,074 shares and 52,735,000 shares of common stock issued and 73,876,074shares and 46,735,000 shares of common stock outstanding, respectively.

Treasury Stock

The Company records treasury stock at cost. Treasury stock is comprised of shares of common stock purchased by the Company at par value. As of ~~April~~October 3031, 2025, and July 31, ~~2024~~2025, the Company had 6,000,000 shares of treasury stock valued at $600, respectively.

Common stock to be issued

~~During~~On ~~the~~August ~~nine months ended April 30~~4, 2025, the Company entered into ~~three~~a subscription ~~agreements~~agreement for ~~850~~ 10,000 shares of restricted common stock with price of $03.50 per share for the amount of $~~425~~35,000 in cash. ~~The~~On August 6,2025, the Company obtained the amount of $~~425~~35,000 ~~before ending April 30,2025~~ and the shares were issued on ~~May~~December 84,2025.

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Stock Option

On June 17, 2024, the Company entered into an engagement agreement with an officer and granted stock option of 50,000 shares of common stock, valued at $39,225 with term of three years, exercise price of $1.50 per share, fully vesting in the first year on a monthly basis. On September 24,2024, an officer resigned from his position. During the ~~nine~~three months ended ~~April~~October 3031, ~~2025~~2024, the Company recognized stock option expense of $6,538.

The following is a summary of the change in stock option during the ~~nine~~three months ended ~~April~~October 3031, 2025:

	Options Outstanding						Weighted ~~Average~~
	Number of			~~WeightedAverage~~WeightedAverageExercise			~~Remaininglife~~AverageRemaininglife
	Options			~~Exercise~~ Price			(years)
Outstanding, July 31, 2024		50,000		$	1.50			2.88
Outstanding, July 31, 2025		12,498		$	1.50			2.13
Granted		-			-			-
Exercised		-			-			-
Forfeited/cancelled		(37,502	)		(1.50	)		(2.73	)
Forfeited/canceled		-			-			-
Outstanding, April 30, 2025		12,498		$	1.50			2.38
Outstanding, October 31, 2025		12,498		$	1.50			1.63
Exercisable options, April 30, 2025		12,498		$	1.50			2.13
Exercisable options, October 31, 2025		12,498		$	1.50			1.63

The intrinsic value of the options as of ~~April~~October 3031, 2025, is $081,737.

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.

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The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility is based on the historical stock price volatility of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Expected term is calculated using a simplified method for plan vanilla options.

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

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

~~NOTE~~14 8Table –of ~~CONCENTRATION~~Contents

AsNOTE of9 ~~April~~– ~~30, 2025, and July 31,2024 and for nine months ended April 30, 2025 and 2024, customer and supplier concentrations (more than 10%) were as follows:~~CONCENTRATION

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

Revenue and accounts receivable

Revenue

	Percentage of Revenue			Percentage of			~~Percentage of~~
	Nine Months Ended						Accounts Receivable
	Three Months Ended			Accounts Receivable
	April 30						April 30		July 31
	October 31			October 31		July 31
	2025		2024	~~2024~~2025		2025	~~2025~~		~~2024~~
Customer A-related party		59.85	%		-			-		-
Customer A -related party	-		81.86%	-		-
Customer B	-	~~31.83~~	6.73%	-	-	100.00%		-		-
Total (as a group)	-	~~91.68~~	88.59%	-	-	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 nine months ended April 30, 2024, all discontinued revenue of $66,667 was derived from one customer.

Cost of Revenue

	Percentage of Purchase					Percentage of
	Nine Months Ended					Accounts payable for purchase
	Three Months Ended					Accounts Payable for Purchase
	April 30					April 30			July 31
	October 31					October 31			July 31
	2025			2024		2025			~~2023~~2025
Supplier A-related party		14.95	%		-		12.55	%		-
Supplier A		-			-		-			100.00	%
Supplier B		13.32	%		-		87.45	%		-
Total (as a group)		-			-		-			100.00	%
Supplier C		36.76	%		-		-			-
Supplier D		16.41	%		-		-			-
Total (as a group)		81.44	%		-		100.00	%		-

14NOTE 10 ~~Table~~– ofCOMMITMENTS ~~Contents~~AND CONTINGENCIES

Discontinue Cost of Revenue

During the nine ended April 30, 2024, the discontinues cost of revenue of $62,743 was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting services

NOTE 9 – COMMITMENTS AND CONTINGENCIES

On December 3, 2024, the Company signed a Letter of Intent with a corporation formed under the laws of the Province of Alberta, Canada (“Issuer”) to purchase common shares of the Issuer that will constitute a 51% interest in the Issuer. The consideration for purchase of the shares shall be $10,000,000 which may comprise of a combination of cash and Panamera Holdings stock as mutually agreed upon. The Company shall have arranged an advance escrow payment to the Issuer in the amount of $2,000,000 by no later than 14 days from full execution of Letter of Intent. As of the date of filling these consolidate financial statements, the Letter of Intent has not been executed. During the previous nine months the company has made deposits on a future acquisition of $ 45,000.00. An LOI was signed in May 2025 for this acquisition as a subsequent event. (Note 10).

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 ~~financial~~for ~~position~~same oris ~~results~~set for January 22, 2026. 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 1011 – SUBSEQUENT EVENTS

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

On ~~May~~December 84, 2025, the Company issued ~~850~~ 10,000 shares of common stock in connection with subscription agreements of $~~425~~35,000 (Note 78).

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 20,000,000 shares of restricted common stock of the Company. These terms are subject to change as mutually agreed to. The two company’s goal is to complete the transaction by June 30, 2025.

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our Company” mean Panamera Holdings Corporation, unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on May 20, 2014. Effective October 21, 2021, the Company changed its name from Panamera Healthcare Corporation to Panamera Holdings Corporation and increased the number of authorized ~~common~~shares ~~stock~~ from ~~150~~200,000,000 shares ~~of common stock~~ to ~~550~~600,000,000 shares ~~of common stock~~, par value $0.0001per share., ~~Prior~~of ~~management~~which ~~intended~~550,000,000 towere ~~offer~~common ~~management~~stock and ~~consulting services to healthcare organizations~~50, ~~but current management have redirected our efforts now to pursuing business opportunities including but not limited to the environmental services industry~~000,000 ~~emerging~~preferred ~~innovative technologies and individual health choices led by innovation with integration~~stock.

WePrior ~~have~~management ~~since~~intended ~~changed~~to ~~our~~offer ~~focus~~management and consulting services to ~~looking~~healthcare ~~for~~organizations, ~~other~~but current management have redirected our efforts now to pursuing business opportunities including but not limited to ~~implement~~the ~~and/or~~environmental ~~operating~~services ~~companies~~industry, ~~with~~emerging ~~which~~innovative technologies. To date, the Company’s activities have been limited to ~~engage~~its information aand ~~business~~the ~~combination~~raising asof ~~described~~equity ~~above.~~capital and providing consulting services 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 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. On August 1, 2025, we entered into an agreement with Rain Cage Carbon, Inc. to provide carbon capture capabilities to coal and other types of energy plants. This will enhance abilities to raise equity capital and specializing 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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Our address is 2000 West Loop South, Suite 1820 Houston, Texas telephone number is (713) 878-7200.

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

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

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Plan of Operations and Cash Requirements

We are no longer attempting to implement our original business plan. We now intend to look for other business opportunities to implement and/or operating companies with which to engage in a business combination including but not limited to the environmental services industry, emerging innovative technologies and individual health choices led by innovation with integration. Our focus will be on achieving long-term growth potential.

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

	(a)	potential for growth, indicated by new technology, anticipated market expansion or new products.

	(b)	competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole.

	(c)	strength and diversity of management, either in place or scheduled for recruitment.

	(d)	capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.

	(e)	the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.

	(f)	the extent to which the business opportunity can be advanced; and

	(g)	the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the period ended April 30, 2025, which are included herein.

Our operating results for the nine months ended April 30, 2025, and 2024 and the changes between those periods for the respective items are summarized as follows.

Results of Operations for the three months ended April 30, 2025, and 2024

	Three Months Ended
	April 30,
	2025		2024		Changes
Revenues	$	109,601	$	-	$	109,601
Cost of revenues		99,574		-		99,574
Operating expenses		125,490		7,509,020		(7,383,530	)
Other expenses		347		1,272		(925	)
Net loss from continuing operations	$	115,810	$	7,510,292	$	(7,394,482	)
Income from discontinued operations		-		1,199		(1,199	)
Net loss	$	115,810	$	7,509,093	$	(7,393,283	)

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~~During~~Results ~~the three months ended April 30, 2025, and 2024, we generated $109,601 and $0~~ of ~~revenues, respectively. The revenues are related to sales of raw material.~~Operations

~~During~~The ~~the~~following ~~three~~summary ~~months~~of ~~ended~~our ~~April~~results ~~30, 2025, and 2024, the cost~~ of ~~revenues~~operations ~~was~~should ~~$99,574~~be ~~and~~read ~~$0,~~in ~~respectively.~~conjunction ~~The~~with ~~cost~~our unaudited ofconsolidated ~~revenues~~financial isstatements ~~related~~for tothe ~~cost~~period ofended ~~raw~~October ~~material~~31, ~~handling~~2025, ~~and~~which ~~transportation~~are included herein.

~~Operating~~Our ~~expenses~~operating results for the three months ended ~~April~~October 3031, 2025, and 2024 ~~were $125,490~~ and ~~$7,509,020, respectively. For~~ the ~~three~~changes ~~months~~between ~~ended~~those ~~April~~periods ~~30, 2025, and 2024, the operating expenses were primarily attributed to professional fees~~ for ~~maintaining reporting status with~~ the ~~Securities~~respective ~~and~~items ~~Exchange~~are ~~Commission~~summarized ~~(“SEC”)~~as ~~of $25,577 and $7,537, stock-based compensation of $0 and $7,500,000 related to issuance 5~~follows.~~000,000 shares of common stock for a new employee and general and administrative expenses of $99,913 and $1,483, respectively.~~

~~Other~~Results ~~expenses~~of Operations for the three months ended ~~April~~October 3031, 2025, and 2024, represent primarily interest expenses of $988 and $1,315 to our CEO, on funds advanced to the Company, cancellation other interest expenses of $88 and $0 and interest income of $553 and $43, respectively

Results of Operations for the nine months ended April 30, 2025, and 2024

	Three Months Ended
	October 31,
	2025		2024		Changes
Revenues	$	-	$	43,568	$	(43,568	)
Cost of revenues		-		18,493		(18,493	)
Operating expenses		153,615,458		114,219		153,501,239
Other expenses		48,118		1,917		46,201
Net loss from continuing operations	$	153,663,576	$	91,061	$	153,572,515

	Nine Months Ended
	April 30,
	2025		2024		Changes
Revenues	$	192,400	$	-	$	192,400
Cost of revenues		138,817		-		138,817
Operating expenses		356,295		7,616,018		(7,259,723	)
Other expenses		4,174		1,638		2,536
Net loss from continuing operations	$	306,886	$	7,617,656	$	(7,310,770	)
Income from discontinued operations		-		3,924		(3,924	)
Income from discontinued operations, net of tax	$	-	$	3,924	$	(3,924	)
Net loss	$	306,886	$	7,613,732	$	(7,306,846	)

During the three months ended October 31, 2025, and 2024, we generated $0 and $43,568 of revenues, respectively. The revenues are related to sales of raw materials.

During the ~~nine~~three months ended ~~April~~October 3031, 2025, and 2024, wethe ~~generated~~cost ~~$192,400~~of ~~and~~revenues was $0 ofand ~~revenues~~$18,493, respectively. The cost of revenues ~~are~~is related to ~~sales~~cost of raw material, handling and transportation.

18Operating ~~Table~~expenses for the three months ended October 31, 2025, and 2024 were $153,615,458 and $114,219, respectively. For the three months ended October 31, 2025, and 2024, the operating expenses were primarily attributed to research and development expenses of ~~Contents~~$153,400,000 and $0, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $32,638 and $144 and general and administrative expenses of $182,820 and $114,075, respectively.

~~During~~Pursuant ~~the~~to ~~nine~~acquisition ~~months~~of ~~ended~~licensed ~~April~~technology ~~30,~~agreement dated August 1,2025, ~~and~~the ~~2024,~~Company accounted the ~~cost~~transaction for as an asset acquisition of ~~revenues~~in ~~was~~process ~~$138,817~~research ~~and~~& ~~$0,~~development ~~respectively~~(IPR&D) with no alternative future use. The ~~cost~~Company ofrecognized ~~revenues~~the isentire ~~related~~amount toof ~~cost~~the consideration of ~~raw material~~$153,400,000 ~~handling~~as research and ~~transportation~~development expenses upon closing the transaction.

~~Operating~~Other expenses for the ~~nine~~three months ended ~~April~~October 3031, 2025, and 2024, ~~were~~represent primarily interest expenses of $~~356~~146 and $1,~~595~~878 to our related parties, on funds advanced to the Company, interest expenses of $49,602 and $70 in connection with note payable,~~616~~ other interest expenses of $0 and $59 and interest income of $1,~~018~~630 and $20, respectively.

For the nine months ended April 30, 2025, and 2024, the operating expenses were primarily attributed to stock-based compensation of $13,482 and $7,500,000 related to stock option for a new employee and issuance 5.000,000 shares of common stock for a new employee, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $52,229 and $54,021 and general and administrative expenses of $290,584 and $61,997, respectively.

Other expenses for the nine months ended April 30, 2025, and 2024, represent primarily interest expenses of $4,750 and $2,659 to our CEO, on funds advanced to the Company, other interest expenses of $58 and $0 and interest income of $634 and $1,021, respectively

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. 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.

Liquidity and Capital Resources

Balance Sheet Data:

	April 30, 2025			July 31, 2024
	October 31, 2025			July 31, 2025
Cash	$	~~150~~47,~~274~~888		$	185,~~838~~980
Current Assets		~~195~~55,~~300~~457			195,~~838~~424
Current Liabilities		~~230~~3,~~373~~455,617			~~219~~155,~~011~~355
Working Capital (Deficiency)	$	(353,~~073~~400,160	)	$	(~~217~~59,~~173~~931	)

As18 ofTable ~~April 30, 2025, our current assets were $195,300 and our current liabilities were $230,373 which resulted in working capital deficiency~~ of $35,073. As of April 30, 2025, current assets were comprised of $150,274 in cash, $26 in prepaid expenses and $45,000 deposit for license compared to $1,838 in cash as of July 31, 2024. As of April 30, 2025, current liabilities were comprised of $159,456 in accounts payable and accrued liabilities, $1,650 in accounts payable -related party, $11,653 in short term advance payable, $12,889 in due to related parties and $44,725 in operating lease liabilities - current portion, compared to $104,061 in accounts payable and accrued liabilities $11,653 in short-term advances payable, $64,495 in due to related parties and $38,802 in operating lease liabilities - current portion as of July 31, 2024.Contents

As of ~~April~~October 3031, 2025, our ~~working~~current ~~capital~~assets ~~decreased~~were by $~~182~~55,~~100~~457 ~~from~~and aour current liabilities were $~~217~~3,~~173~~455,617 which resulted in working capital deficiency onof ~~July~~$3,400,160. As of October 31, ~~2024~~2025, current assets were comprised of $47,888 in cash, $5,026 in prepaid expenses and $2,543 in accounts receivable compared to $3585,~~073~~980 in cash, $6,901 in prepaid expenses and $2.543 in accounts receivable as of ~~working~~July ~~capital~~31, ~~deficiency~~2025. onAs ~~April~~of 30October 31, 2025, ~~primarily~~current ~~due~~liabilities towere ancomprised ~~increase~~of $135,054 in ~~current~~accounts ~~assets~~payable ofand accrued liabilities, $~~193~~11,~~462~~653 ~~offset~~in byshort an- ~~increase~~term advance payable, $46,055 in ~~current~~operating lease liabilities of- current portion and $3,262,855 in note payable -current portion compared to $91,206 in accounts payable and accrued liabilities $11,~~362~~653 in short-term advances payable, $7,111 in due to related parties and $45,385 in operating lease liabilities - current portion as of July 31, 2025.

As of October 31, 2025, our working capital (deficiency) increased by $3,340,229 from a $59,931 working capital deficiency at July 31, 2025, to $3,400,160 of working capital deficiency at October 31, 2025, primarily due to a decrease in current assets of $39,967 and an increase in current liabilities of $3,300,262.

Cash Flow Data:

	Nine Months Ended
	Three Months Ended
	April 30,
	October 31,
	2025			2024			Changes
Cash Flows used in Operating Activities	$	(~~208~~218,~~561~~481	)	$	(944,~~736~~576	)	$	(~~113~~213,~~825~~905	)
Cash Flows used in Investing Activities	$	(45,000	)	$	(48,000	)	$	3,000
Cash Flows provided by Financing Activities	$	180,389		$	3,998		$	176,391
Cash Flows provided by Financing Activities	$	401,997		$	27,149		$	374,848
Net Change in Cash During Period	$	(38,092	)	$	(578	)	$	(37,514	)
Net Change in Cash During Period	$	148,436		$	(115,587	)	$	264,023

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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~nine~~three months ended ~~April~~October 3031, 2025, net cash flows used in operating activities were $~~208~~218,~~561~~481 consisting of a net loss of $~~306~~153,~~886~~663,576, reduced by research and development expenses -license of $153,400,000, imputed interest on related ~~parties~~party’s loan of $4146,~~750,~~ ~~stock-based compensation of $13,482,~~ non-cash lease expenses of $110,~~677~~324 and a net change in working capital of $7834,~~416~~625.

For the ~~nine~~three months ended ~~April~~October 3031, 2024, net cash flows used in operating activities were $944,~~736~~576, consisting of a net loss of $791,~~613~~061,~~732,~~ reduced by imputed interest on related parties’ loan of $21,~~659~~878, stock - based compensation of $713,~~500~~482,~~000~~ non-cash lease expenses of $9,692 and a net change in working capital of $1661,~~337~~433.

Cash Flows from Investing Activities

~~During~~ For the ~~nine~~three months ended ~~April~~October 3031, 2025, and 2024, ~~the~~no ~~Company~~cashflows ~~prepaid~~were $provided ~~45,000~~by ~~and~~or ~~$48,000~~used ~~for~~in ~~license,~~investing ~~respectively~~activities.

Cash Flows from Financing Activities

We have financed our operations with loans from a related ~~party~~parties and stock subscription. For the ~~nine~~three months ended ~~April~~October 3031,2025 and 2024, we received $0 and $585,~~500~~598 from advances to pay certain operation expenses from related party loans, and repaid $737,~~003~~111 and $331,~~351~~600 to the related party, respectively.

During the ~~nine~~three months ended ~~April~~October 3031, ~~2024~~2025, we ~~received~~issued $291,~~000~~074 ~~from~~shares of restricted common stock ~~subscription~~at ~~receivable~~prices ~~-related~~of ~~party~~$5.49 per share for an amount of $500,000 in cash.

During the ~~nine~~three months ended ~~April~~October 3031, 2025, we received $~~475~~35,000 from ~~four~~one ~~investors~~investor for purchasing ~~950~~10,000 shares of restricted common stock of the Company at a price of $03.50 per share.

During the three months ended October 31,2025, we repaid partial note payable for amount of $347,500.

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Going Concern

As of ~~April~~October 3031, 2025, our company had a net loss of $~~306~~153,~~886~~663,576 and ~~generated~~an ~~$192,400~~accumulated indeficit ~~revenues~~of $176,967,695. 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 ~~factors,~~conditions ~~among others,~~ raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~April~~October 3031, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

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

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

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

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

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the ~~nine~~three months ended ~~April~~October 3031, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are ~~not~~aware ~~involved~~that inJeffrey ~~any~~Kilgore ~~pending~~filed ~~legal~~a ~~proceeding~~lawsuit oron ~~litigation~~August 28, ~~and~~2025, toin ~~the~~Jefferson ~~best~~County, ofTexas. Cause ~~our~~No. ~~knowledge~~25DCCV1693, noJefferson ~~governmental~~County, ~~authority~~Texas; Jeff Kilgore vs. Panamera Holdings Corporation; the Plaintiff is ~~contemplating~~claiming ~~any~~he ~~proceeding~~is toowed ~~which~~certain weshares ~~are~~in compensation for services. This claim is disputed and without merit. Kilgore has requested a ~~party~~temporary injunction, and ~~which~~the ~~would~~hearing ~~reasonably~~for besame ~~likely~~is toset ~~have~~for aJanuary ~~material~~22, ~~adverse~~2026. At ~~effect~~this onpoint ~~our~~an ~~Company.~~estimate Tofor ~~date,~~possible ~~our~~range ~~Company~~of ~~has~~loss ~~never~~cannot ~~been~~be ~~involved~~made. inThe ~~litigation~~company believes this is without merit, asand ~~either~~we aintend ~~party~~to orvigorously adefend ~~witness,~~against ~~nor~~it. ~~has~~To the best of our ~~Company~~knowledge, ~~been~~no ~~involved~~governmental inauthority is contemplating any ~~legal~~proceeding ~~proceedings~~to ~~commenced~~which bywe ~~any~~are ~~regulatory~~a ~~agency~~party, ~~against~~and which would reasonably be likely to have a material adverse effect on our Company.

Item 1A. Risk Factors.

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

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

On ~~August~~September 84, ~~2024~~2025, the Company ~~entered into a binding Purchase Agreement for Membership Interests with AusTex Aggregates LLC (“AA”) and the owner of 100% of the~~ issued ~~and outstanding Membership Interests of AA. By the terms of the agreement~~ 91,074 shares ~~the parties closed the Purchase Agreement on October 1,2024 with the exchange~~ of ~~2,750,000 Shares of~~ restricted common stock ~~from~~at ~~the~~prices ~~treasury~~ of ~~the Company to the AA’s Member, and the delivery of 100% of the Membership Interests by AA’s Member to the Company~~$5.49 per Onshare ~~October~~for ~~1,2024,~~an ~~the~~amount ~~Company issued 2,750,000 shares~~ of ~~common stock as treasury stock, valued~~ $~~2,282,~~500 ~~based on market price at grant date. On January 17~~,~~2025, The Company and “AA” agreed to discontinue the Purchase Agreement for Membership Interests, and 2,750,~~000 ~~shares~~in ~~of restricted common stock were returned and cancelled at January 31,2025~~cash.

On ~~November~~September 19, ~~2024~~2025, anthe ~~investor~~Company ~~purchased 100~~issued 50,000 shares of restricted common stock ~~of the Company~~ at aprices ~~price~~ of $02.50 00 per share ~~for~~to ~~cash~~settle inthe ~~amount~~stock ofsubscription ~~$50,000.~~payable ~~The~~of ~~Company issued~~ $100,000 ~~shares of common stock on November 5,2024~~.

During the three months ended October 31,2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition (Note 4).

On August 1, 2025, the Company entered into a Head License Agreement “Agreement” 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 license fees agreed (i) one - time up-front payment of $4,900,000, (ii) ongoing license fee of 25% of the net income generated from license’s activities (iii) grant of 27,000,000 shares of restricted common stock of the Company. On August 1,2025, the Company issued 27,000,000 shares of restricted common stock in connection with executed the license acquisition and it was valued at $ 148,500,00.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are included as part of this report:

ExhibitNumber		Description
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on September 26, 2014)
3.2		Bylaws (Incorporated by reference to our Registration Statement on Form S-1 filed on September 26, 2014)
(10)		Material Agreement
10.1		Head License Agreement with Rain Carbon, Inc. (Rain Cage) date August 1,2025 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 (Incorporated by reference to our Registration Statement on Form 8-K filed on August 7,2025)
(14)		Code of Ethics
14.1		Code of Ethics for Directors, Officers, and Employees (incorporated by reference to exhibit 14.1 in our Registration Statement on Form S-1 filed on September 26, 2014)
14.2		Code of Ethics for CEO And Senior Financial Officers (incorporated by reference to exhibit 14.2 in our Registration Statement on Form S-1 filed on September 26, 2014)
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002
(32)		Section 1350 Certifications
32.1/32.2*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 Certifications under Sarbanes -Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to Section 906 Certifications under Sarbanes -Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to Section 906 Certifications under Sarbanes -Oxley Act of 2002
101*		Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

___________

*	Filed herewith.
**	Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PANAMERA HOLDINGS CORPORATION
	(Registrant)
Dated: June 13, 2025		/s/ T. Benjamin Jennings
Dated: February 17, 2026		/s/ T. Benjamin Jennings
		T. Benjamin Jennings
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

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