Quarterly Report for Quarter Ending January 31, 2026 (Form 10-Q)

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 shares from 200,000,000 shares to 600,000,000 shares, par value $0.0001per share, of which 550,000,000 were common stock and 50,000,000 preferred stock.

Prior management intended to offer management and consulting services to healthcare organizations, but current management have redirected our efforts now to pursuing business opportunities including but not limited to the environmental services industry, emerging innovative technologies. 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 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.

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

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

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

Plan of Operations and Cash Requirements

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

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

	(a)	potential for growth, indicated by new technology, anticipated market expansion or new products.
	(b)	competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole.
	(c)	strength and diversity of management, either in place or scheduled for recruitment.
	(d)	capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources.
	(e)	the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials.
	(f)	the extent to which the business opportunity can be advanced; and
	(g)	the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

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

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Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the period ended January 31, 2026, which are included herein.

Our operating results for the six months ended January 31, 2026, and 2025 and the changes between those periods for the respective items are summarized as follows.

Results of Operations for the three months ended January 31, 2026, and 2025

		Three Months Ended
		January 31,
		2026				2025				Changes
Revenues		$	139,500			$	39,231			$	100,269
Cost of revenues			54,900				20,750				34,150
Operating expenses			163,241				116,586				46,655
Other expenses			47,958				1,910				46,048
Net loss from operations		$	126,599			$	100,015			$	26,584

During the three months ended January 31, 2026, and 2025, we generated $139,500 and $39,231 revenues related to sales of raw materials, respectively. During the three months ended January 31, 2026, and 2025, the revenues consist of $0 and $39,231 sales of raw material to a company controlled by a related party, respectively.

During the three months ended January 31, 2026, and 2025, the cost of revenues was $54,900 and $20,750 related to raw material, handling and transportation, respectively. During the three months ended January 31, 2026, and 2025, the cost of revenues consists of $0 and $20,750 related to purchase of raw material from a company controlled by a related party, respectively.

Operating expenses for the three months ended January 31, 2026, and 2025 were $163,241 and $116,586, respectively. For the three months ended January 31, 2026, and 2025, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission ("SEC") of $36,785 and $26,508 and general and administrative expenses of $126,456 and $90,078, respectively.

Other expenses for the three months ended January 31, 2026, and 2025, represent primarily interest expenses of $0 and $1,884 to our related parties, on funds advanced to the Company, interest expenses of $48,068 and $0 in connection with note payable, other interest expenses of $0 and $87 and interest income of $110 and $61, respectively.

Results of Operations for the six months ended January 31, 2026, and 2025

		Six Months Ended
		January 31,
		2026				2025				Changes
Revenues		$	139,500			$	82,799			$	56,701
Cost of revenues			54,900				39,243				15,657
Operating expenses			153,778,699				230,805				153,547,894
Other expenses			96,076				3,827				92,249
Net loss		$	153,790,175			$	191,076			$	153,599,099

During the six months ended January 31, 2026, and 2025, we generated $139,500 and 82,799 revenues related to sales of raw materials, respectively. During the six months ended January 31, 2026, and 2025, the revenues consist of $0 and $74,894 sales of raw material to a company controlled by a related party, respectively.

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During the six months ended January 31, 2026, and 2025, the cost of revenues was $54,900 and $39,243 related to raw material, handling and transportation, respectively. During the six months ended January 31, 2026, and 2025, the cost of revenues consists of $0 and $20,750 related to purchase of raw material from a company controlled by a related party, respectively.

Operating expenses for the six months ended January 31, 2026, and 2025 were $153,778,699 and $230,805, respectively. For the six months ended January 31, 2026, and 2025, the operating expenses were primarily attributed to research and development expenses of $153,400,000 and $0, professional fees for maintaining reporting status with the Securities and Exchange Commission ("SEC") of $69,423 and $26,652 and general and administrative expenses of $309,276 and $204,153, respectively.

Pursuant to acquisition of licensed technology agreement dated August 1,2025, the Company accounted the transaction for as an asset acquisition of 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

Other expenses for the six months ended January 31, 2026, and 2025, represent primarily interest expenses of $146 and $3,762 to our related parties, on funds advanced to the Company, interest expenses of $97,670 and $0 in connection with note payable, other interest expenses of $0 and $146 and interest income of $1,740 and $81, respectively.

Liquidity and Capital Resources

Balance Sheet Data:

		January 31, 2026				July 31, 2025
Cash		$	17,061			$	85,980
Current Assets			81,255				95,424
Current Liabilities			4,255,467				155,355
Working Capital (Deficiency)		$	(4,174,212	)		$	(59,931	)

As of January 31, 2026, our current assets were $81,255 and our current liabilities were $4,255,467 which resulted in working capital deficiency of $4,174,212. As of January 31, 2026, current assets were comprised of $17,061 in cash, $7,151 in prepaid expenses and $57,043 in accounts receivable compared to $85,980 in cash, $6,901 in prepaid expenses and $2.543 in accounts receivable as of July 31, 2025. As of January 31, 2026, current liabilities were comprised of $292,225 in accounts payable and accrued liabilities, $11,653 in short - term advance payable, $46,734 in operating lease liabilities and $3,904,855 in note payable -related party compared to $91,206 in accounts payable and accrued liabilities $11,653 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 January 31, 2026, our working capital (deficiency) increased by $4,114,281 from a $59,931 working capital deficiency at July 31, 2025, to $4,174,212 of working capital deficiency at January 31, 2026, primarily due to a decrease in current assets of $14,169 and an increase in current liabilities of $4,100,112.

Cash Flow Data:

		Six Months Ended
		January 31,
		2026				2025				Changes
Cash Flows used in Operating Activities		$	(241,308	)		$	(41,287	)		$	(200,021	)
Cash Flows provided by Financing Activities		$	172,389			$	40,000			$	132,389
Net Change in Cash During Period		$	(68,919	)		$	(1,287	)		$	(67,632	)

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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended January 31, 2026, net cash flows used in operating activities were $241,308, consisting of a net loss of $153,790,175, reduced by research and development expenses -license of $153,400,000, imputed interest on related party's loan of $146, non-cash lease expenses of $20,812 and a net change in working capital of $127,909.

For the six months ended January 31, 2025, net cash flows used in operating activities were $41,287, consisting of a net loss of $191,076, reduced by imputed interest on related parties' loan of $3,762, stock - based compensation of $13,482, non-cash lease expenses of $19,539 and a net change in working capital of $113,006.

Cash Flows from Investing Activities

For the six months ended January 31, 2026, and 2025, no cashflows were provided by or used in investing activities.

Cash Flows from Financing Activities

We have financed our operations with loans from related parties and stock subscription.

For the six months ended January 31,2026 and 2025, we received $0 and $0 from advances to pay certain operation expenses from related party loans, and repaid $7,111 and $10,000 to the related party, respectively.

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

During six months ended January 31,2026, we received an aggregate amount of $535,000 from two investors for purchasing 101,074 shares of restricted common stock of the Company at a price of $3.50 -$5.49 per share.

During the six months ended January 31,2026, we repaid partial note payable for amount of $355,500.

Going Concern

As of January 31, 2026, our company had a net loss of $153,790,175 and an accumulated deficit of $177,094,294. 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, 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 conditions 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.

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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.