Panamera Shifts to Green Tech Amidst Mounting Losses

TL;DR

**PHCI is a speculative bet on a green tech pivot, but its massive accumulated deficit and reliance on future funding make it a high-risk, high-reward play.**

AI Summary

Panamera Holdings Corporation (PHCI) reported limited revenues of $241,430 for the fiscal year ended July 31, 2025, while facing recurring operational losses and an accumulated deficit of $23,304,119. This deficit includes significant non-recurring items: $14,524,741 in stock-based compensation and an impairment loss of $7,548,000. The company's strategic direction has shifted from healthcare consulting to pursuing opportunities in environmental services and emerging innovative technologies, exemplified by an agreement with Rain Cage Carbon, Inc. on August 1, 2025, for carbon capture capabilities. PHCI terminated a healthcare consulting agreement on March 29, 2024, which generated $66,667 in discontinued revenue and $3,924 in discontinued income for the year ended July 31, 2024. The company has no research and development expenditures and relies heavily on equity financing and related party advances, raising substantial doubt about its ability to continue as a going concern for the next twelve months without additional capital.

Why It Matters

Panamera Holdings' pivot to environmental services and emerging technologies, including a carbon capture deal with Rain Cage Carbon, Inc., signals a strategic shift that could attract new investors interested in ESG initiatives. However, the company's significant accumulated deficit of $23.3 million and reliance on future equity financing pose substantial risks, potentially diluting existing shareholders. For employees, the company's limited operational history and dependence on key management, like Cris Proler, April Dominguez, and Douglas Baker, create uncertainty regarding long-term stability. The broader market will watch if PHCI can successfully execute its new strategy and secure necessary funding in a competitive environmental technology landscape, or if it will continue to struggle with profitability.

Risk Assessment

Risk Level: high — Panamera Holdings Corp. faces a high risk level due to recurring losses from operations and an accumulated deficit of $23,304,119 as of July 31, 2025. The company earned limited revenues of $241,430 for the year ended July 31, 2025, and explicitly states that these conditions raise 'substantial doubt about our ability to continue as a going concern for the next twelve months.' Furthermore, the company has identified 'material weaknesses in our disclosure controls and procedures and internal control over financial reporting.'

Analyst Insight

Investors should approach PHCI with extreme caution, recognizing it as a highly speculative investment. Given the 'going concern' warning and significant accumulated deficit, potential investors should wait for clear evidence of successful capital raises and sustained revenue growth from its new environmental services ventures before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$241,430

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $23.3M — Accumulated Deficit (As of July 31, 2025, indicating significant historical losses.)
• $241.4K — Total Revenue (For the fiscal year ended July 31, 2025, highlighting limited operational scale.)
• $14.5M — Stock-Based Compensation (A non-recurring component of the accumulated deficit, impacting shareholder equity.)
• $7.5M — Impairment Loss (A non-recurring component of the accumulated deficit, reflecting asset value write-downs.)
• $66.7K — Discontinued Revenue (From a terminated healthcare consulting agreement for the year ended July 31, 2024.)
• 79.8M — Shares Outstanding (As of November 24, 2025, indicating potential for dilution with future equity raises.)
• 28.79% — CEO's Voting Control (T. Benjamin Jennings' beneficial ownership, giving him significant influence.)
• $11.8M — Market Value of Non-Affiliate Equity (As of the last business day of the most recently completed second fiscal quarter.)

Key Players & Entities

• Panamera Holdings Corporation (company) — registrant
• Rain Cage Carbon, Inc. (company) — agreement partner for carbon capture
• Cris Proler (person) — President of Panamera Holdings Corporation
• April Dominguez (person) — employee of Panamera Holdings Corporation
• Douglas Baker (person) — employee of Panamera Holdings Corporation
• T. Benjamin Jennings (person) — President, CEO, and director, beneficially owns 28.79% of voting securities
• First DP Ventures, LP (company) — former healthcare consulting client
• SEC (regulator) — Securities and Exchange Commission
• $23,304,119 (dollar_amount) — accumulated deficit as of July 31, 2025
• $241,430 (dollar_amount) — limited revenues for the year ended July 31, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has recurring operational losses and an accumulated deficit of $23,304,119 as of July 31, 2025. With limited revenue of $241,430 and reliance on equity financing and related party advances, there is substantial doubt about its ability to continue as a going concern for the next twelve months.
• Need for Additional Financing [high — financial]: Significant additional funds are required to pursue the company's business plans, including new acquisitions in environmental services and emerging technologies. Failure to secure financing on favorable terms could result in the inability to proceed with operations and potential business failure.
• Strategic Shift Execution Risk [medium — operational]: The company has shifted its focus from healthcare consulting to environmental services and emerging technologies, including a new agreement with Rain Cage Carbon, Inc. The success of this strategic pivot is unproven and dependent on acquiring and integrating new businesses.
• Dilution from Equity Financing [medium — financial]: The company relies on equity financing, which could lead to significant dilution for existing shareholders. With 79.8 million shares outstanding as of November 24, 2025, future equity raises may further dilute ownership percentages.
• Limited Operating History and Scale [medium — operational]: The company has generated limited revenue of $241,430 for the fiscal year ended July 31, 2025, and has no research and development expenditures. This indicates a small operational scale and a lack of established business operations in its new target sectors.
• Impact of Non-Recurring Items [low — financial]: The accumulated deficit of $23,304,119 includes substantial non-recurring items: $14,524,741 in stock-based compensation and an impairment loss of $7,548,000. While these impact historical results, the ongoing operational losses remain a concern.

Industry Context

Panamera Holdings Corp is pivoting from healthcare consulting to environmental services and emerging innovative technologies, exemplified by its agreement with Rain Cage Carbon, Inc. for carbon capture. This sector is characterized by increasing regulatory focus on sustainability and a growing demand for solutions addressing climate change. The company aims to leverage opportunities in metals recycling and critical earth materials, areas experiencing global supply chain scrutiny and demand for domestic sourcing.

Regulatory Implications

The company's new focus on environmental services, particularly carbon capture and critical earth materials, may subject it to evolving environmental regulations and compliance requirements. Failure to adhere to these regulations could lead to penalties and operational disruptions. Additionally, the company's reliance on equity financing and its status as a reporting company on OTC Markets may involve specific SEC and exchange-related disclosure and compliance obligations.

What Investors Should Do

1. Monitor future capital raises closely for potential dilution and assess the terms under which new capital is secured.
2. Evaluate the company's progress in securing new business opportunities in environmental services and emerging technologies, paying attention to revenue generation and operational execution.
3. Assess the company's ability to secure additional financing to address its going concern issues and fund its strategic initiatives.
4. Review any future disclosures regarding the Rain Cage Carbon, Inc. agreement and its impact on revenue and operations.

Key Dates

• 2025-08-01: Agreement with Rain Cage Carbon, Inc. — Marks a strategic move into carbon capture capabilities, aligning with the company's new focus on environmental services and emerging technologies.
• 2025-07-31: Fiscal Year End — Reporting period showing $241,430 in revenue and an accumulated deficit of $23,304,119.
• 2024-03-29: Termination of Healthcare Consulting Agreement — Indicates a definitive shift away from the company's original business focus, resulting in $66,667 in discontinued revenue for the prior fiscal year.

Glossary

Accumulated Deficit

The total net losses of a company since its inception that have not been offset by profits. It represents a negative retained earnings balance. (Indicates Panamera Holdings Corp has incurred significant historical losses, totaling $23,304,119 as of July 31, 2025.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If substantial doubt exists, it must be disclosed. (The company's financial condition raises substantial doubt about its ability to continue as a going concern for the next twelve months.)

Stock-Based Compensation

Compensation provided to employees in the form of stock or stock options, rather than cash. (A significant non-recurring component ($14,524,741) of the company's accumulated deficit.)

Impairment Loss

A reduction in the carrying value of an asset when its fair value is less than its book value. (A significant non-recurring component ($7,548,000) of the company's accumulated deficit, indicating a write-down of asset values.)

Discontinued Operations

The disposal of a segment of a business that is clearly distinguishable from the rest of the company's operations. (The company reported discontinued revenue and income from a terminated healthcare consulting agreement.)

Equity Financing

Raising capital by selling shares of ownership in the company. (Panamera Holdings Corp relies heavily on equity financing to fund its operations and strategic initiatives.)

Year-Over-Year Comparison

The company has significantly shifted its business focus from healthcare consulting to environmental services and emerging technologies, as evidenced by the termination of a healthcare consulting agreement and the new agreement with Rain Cage Carbon, Inc. Revenue for the current fiscal year ended July 31, 2025, stands at $241,430, a decrease from the $66,667 in discontinued revenue reported for the prior year's terminated segment. The accumulated deficit has grown, now standing at $23.3 million, impacted by substantial non-recurring charges. New risks related to executing the strategic pivot and securing financing for these new ventures have emerged.

Key Financial Figures

• $0.0001 — Section 12(g) of the Act: Common Stock $0.0001 par value per share (Title of class)
• $8,333 — eld of Healthcare with a monthly fee of $8,333, with First DP Ventures, LP. The servic
• $66,667 — pany recognized discontinued revenue of $66,667, discontinued income of $3,924. As of J
• $3,924 — enue of $66,667, discontinued income of $3,924. As of July 31,2024, the accounts recei
• $0 — ly 31,2024, the accounts receivable was $0. Research and Development We have in
• $23,304,119 — erations, has an accumulated deficit of $23,304,119 (consisted of stock-based compensation
• $14,524,741 — onsisted of stock-based compensation of $14,524,741 and impairment loss of $7,548,000 which
• $7,548,000 — n of $14,524,741 and impairment loss of $7,548,000 which are non-recurring) and earned lim
• $241,430 — curring) and earned limited revenues of $241,430 for the year ended July 31, 2025. The C

Filing Documents

• pnht_10k.htm (10-K) — 1076KB
• pnht_ex311.htm (EX-31.1) — 13KB
• pnht_ex312.htm (EX-31.2) — 12KB
• pnht_ex321.htm (EX-32.1) — 4KB
• pnht_ex322.htm (EX-32.2) — 4KB
• pnht_10kimg1.jpg (GRAPHIC) — 6KB
• 0001640334-25-002212.txt ( ) — 4496KB
• pnht-20250731.xsd (EX-101.SCH) — 49KB
• pnht-20250731_lab.xml (EX-101.LAB) — 282KB
• pnht-20250731_cal.xml (EX-101.CAL) — 45KB
• pnht-20250731_pre.xml (EX-101.PRE) — 225KB
• pnht-20250731_def.xml (EX-101.DEF) — 105KB
• pnht_10k_htm.xml (XML) — 555KB

Forward-Looking Statements

Forward-Looking Statements 3 PART 1 Item 1.

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 13 Item 1C. Cybersecurity 13 Item 2.

Properties

Properties 13 Item 3.

Legal Proceedings

Legal Proceedings 13 Item 4. Mine Safety Disclosures 13 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 14 Item 6. [Reserved] 15 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 20 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 20 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20 Item 9A.

Controls and Procedures

Controls and Procedures 20 Item 9B. Other Information 21 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 21 PART III Item 10. Directors, Executive Officers and Corporate Governance 22 Item 11.

Executive Compensation

Executive Compensation 28 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 30 Item 13. Certain Relationships and Related Transactions, and Director Independence 33 Item 14. Principal Accounting Fees and Services 32 PART IV Item 15. Exhibits, Financial Statement Schedules 34 Item 16. Form 10-K Summary 34

Signatures

Signatures 35 2 Table of Contents

FORWARD-LOOKING STATEMENTS

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: 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 issua

BUSINESS

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.. To date, the Company's activities have been limited to its formation and the raising of equity 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 CO, 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 financ

RISK FACTORS

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, 2025, the Company has suffered recurring losses from operations, has an accumulated deficit of $23,304,119 (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 $241,430 for the year ended July 31, 2025. 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, 2026. 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 ad

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