10-K: Panamera Holdings Pivots to Green Tech, Cuts Losses

Panamera Holdings Corporation reported a significant reduction in net loss for fiscal year 2025, driven by a strategic pivot to environmental services and innovative technologies, despite ongoing going concern doubts and a new lawsuit.

Summary

• Panamera Holdings Corporation (PNHT) has strategically shifted its business focus from healthcare consulting to environmental services and emerging innovative technologies, including metals recycling and carbon capture.
• The company entered into a license agreement with Rain Cage Carbon, Inc. on August 1, 2025, to provide carbon capture capabilities to energy plants.
• Reported a net loss of $536,414 for the fiscal year ended July 31, 2025, a substantial improvement from the $15,245,007 net loss in 2024.
• Total revenues increased significantly to $241,430 in 2025, up from $19,643 in 2024, primarily from sales of raw materials.
• Operating expenses decreased dramatically to $607,247 in 2025 from $15,253,629 in 2024, largely due to the absence of large stock-based compensation and impairment losses recorded in the prior year.
• The accumulated deficit stands at $23,304,119 as of July 31, 2025.
• Working capital deficiency improved from $(217,173) in 2024 to $(59,931) in 2025.
• Cash balance increased to $85,980 in 2025 from $1,838 in 2024.
• Management identified material weaknesses in disclosure controls and internal control over financial reporting, specifically concerning related party transactions and segregation of duties.
• A lawsuit was filed by Jeffrey Kilgore on August 28, 2025, claiming owed shares for services, which the company disputes and intends to vigorously defend.

Sentiment

Score: 4

Explanation: While the company demonstrated substantial improvements in net loss and revenue growth year-over-year, the persistent 'going concern' warning, significant accumulated deficit, and identified material weaknesses in internal controls present considerable risks. The strategic pivot to environmental services is promising but is in its early stages and requires substantial future financing.

Positives

• Net loss significantly decreased from $15,245,007 in fiscal year 2024 to $536,414 in fiscal year 2025.
• Total revenues increased over tenfold from $19,643 in 2024 to $241,430 in 2025.
• Gross profit increased from $8,094 in 2024 to $61,515 in 2025.
• Working capital deficiency improved from $(217,173) in 2024 to $(59,931) in 2025.
• Cash balance increased substantially from $1,838 in 2024 to $85,980 in 2025.
• Strategic pivot to environmental services and innovative technologies, including a license agreement with Rain Cage Carbon for carbon capture, positions the company in a growing sector.

Negatives

• The company continues to report a net loss of $536,414 for the year ended July 31, 2025.
• An accumulated deficit of $23,304,119 as of July 31, 2025, indicates historical losses.
• Ongoing working capital deficiency of $59,931 as of July 31, 2025.
• Substantial doubt exists about the company's ability to continue as a going concern for the next twelve months.
• Operations are heavily reliant on future equity financing and related party advances, which may be insufficient.
• Material weaknesses were identified in disclosure controls and internal control over financial reporting, particularly regarding related party transactions and segregation of duties.
• The company lacks an independent audit committee and has an understaffed financial and accounting function.
• There is a limited, volatile, sporadic, and illiquid public market for the company's common stock.
• No cash dividends have been paid or are planned for the foreseeable future.
• The executive officer controls a majority of voting securities, limiting influence for other stockholders.
• The company does not insure against all potential losses, leading to significant financial exposure.

Risks

• The company requires additional financing and may not be able to raise funds on favorable terms or at all, which raises substantial doubt about its ability to continue as a going concern.
• A limited operating history means future operations may not result in profitable operations.
• Reliance on current management; loss of key personnel could adversely affect the business plan.
• Operating results may fluctuate due to factors difficult to forecast and not within control, such as economic conditions, global epidemics, inflation, and interest rates.
• The executive officer controls a majority of voting securities, influencing matters affecting stockholders and potentially differing from other stockholders' interests.
• Material weaknesses in disclosure controls and procedures and internal control over financial reporting could result in material misstatements or failure to meet reporting obligations.
• Lack of compliance with certain corporate governance measures (e.g., independent committees) provides limited protections against interested director transactions and conflicts of interest.
• Stockholders may be significantly diluted through future efforts to obtain financing and satisfy obligations by issuing additional shares of common stock.
• The public market for common stock is limited, volatile, sporadic, and illiquid, making it difficult for stockholders to sell shares.
• The company has not paid cash dividends and has no plans to do so, which could cause the common stock to have a lower value.
• Common stock is considered a penny stock, which may make it more difficult to resell.
• The Board of Directors can designate preferred stock without stockholder approval, potentially leading to substantial dilution or shifts in voting control.
• Ability to grow and compete will be adversely affected if adequate capital is not available.
• Inability to manage future growth effectively could adversely affect profitability and liquidity.
• Future acquisitions may disrupt or negatively impact the business due to integration difficulties, distraction of management, and potential unknown liabilities.
• Ongoing costs and expenses for SEC reporting and compliance are substantial and may be difficult to cover without sufficient revenues.
• Adverse impacts on reported results may occur from adopting new accounting standards or interpretations.
• Short sales of common stock could create downward pressure on the market price.
• The company does not insure against all potential losses, resulting in significant financial exposure.
• Increasing attention to environmental, social, and governance (ESG) matters may lead to increased costs, reduced revenues, litigation, negative stock price impacts, and damage to reputation.
• Climate change, climate change regulations, and greenhouse gas effects may adversely impact operations through increased costs and capital expenditures.

Future Outlook

The company is actively seeking new business opportunities, primarily in the environmental services industry and emerging innovative technologies. Management intends to fund future operations through equity financing arrangements and related party advances, acknowledging that these may be insufficient to cover capital expenditures and working capital requirements for the fiscal year ending July 31, 2026. Plans include raising additional funds through public or private placement offerings. The company anticipates that current officers and directors will continue to manage operations, though a potential business combination could necessitate management changes. The company also plans to provide shareholders with an advisory vote on executive compensation at the next annual meeting and to implement a clawback policy if required.

Management Comments

• "Management of our Company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC Markets."
• "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."
• "In response to these problems, management intends to raise additional funds through public or private placement offerings."
• "Our Company is still in its development stage and intends on hiring the necessary staff to address the weaknesses once revenue has been realized."
• "The company believes this [Jeffrey Kilgore lawsuit] is without merit, and we intend to vigorously defend against it."

Industry Context

Panamera Holdings Corporation is pivoting from its original healthcare consulting focus to the environmental services industry and emerging innovative technologies, specifically mentioning metals recycling, domestically sourced critical earth materials from CO2 recycling, and energy production. This strategic shift aligns with global trends towards sustainability, circular economy principles, and carbon reduction, which are attracting increasing investment and regulatory attention. The recent license agreement with Rain Cage Carbon for carbon capture technology positions the company in a high-growth, high-impact sector. However, the company operates in a highly fragmented market that includes national, regional, and local service providers, some of whom possess substantially greater financial resources, posing significant competitive challenges.

Management Changes

Corporate Governance

Legal Proceedings

• Jeffrey Kilgore filed a lawsuit on August 28, 2025, in Jefferson County, Texas (Cause No. 25DCCV1693; Jeff Kilgore vs. Panamera Holdings Corporation), claiming he is owed certain shares in compensation for services. The company disputes this claim as without merit and intends to vigorously defend against it. A hearing for a temporary injunction is set for December 4, 2025. An estimate for the possible range of loss cannot be made at this point.

Related Party Transactions

• The consulting agreement with First DP Ventures, LP (a related party) was terminated on March 29, 2024. In FY2024, this agreement generated $66,667 in revenue and incurred $62,743 in cost of revenues, with services performed by a board member who received $56,000 in salary.
• Issued 5,000,000 shares of restricted common stock to Jeffrey Kilgore (who became a >5% stockholder) valued at $7,500,000 in FY2024 for the unfinalized acquisition of Kilgore Industrials.
• Cristopher Proler (President and Director) entered a three-year employment agreement on May 15, 2024, for an annual salary of $200,000 (to increase to $325,000) and received 5,000,000 shares of restricted company stock valued at $7,500,000.
• Juan Juarez (former Senior Vice President of Finance) received 125,000 restricted common shares and 50,000 stock options. Recognized salary of $15,000 in FY2025 and $12,222 in FY2024, and stock-based compensation of $13,482 in FY2025 and $6,741 in FY2024.
• T. Benjamin Jennings (Chairman, CEO, Director) received $92,339 in management fees in FY2025.
• Douglas Baker (CFO, Treasurer, Director) received $12,000 in salary in FY2025.
• Robin Fuller Jennings (Corporate Secretary, related party) received $30,475 in salary in FY2024.
• Related parties financed $28,509 in FY2025 and $62,000 in FY2024 for operation expenses, and related party loans of $85,893 in FY2025 and $33,351 in FY2024 were repaid.
• Recognized $4,500 in FY2025 and $4,435 in FY2024 interest on related party loans.
• Generated $115,153 in FY2025 and $8,320 in FY2024 revenues from sales of material to a company controlled by a related party (Customer A).
• Incurred $19,100 in FY2025 cost of revenues from services rendered by a subcontractor controlled by a related party (Supplier A).
• Unsecured, non-interest bearing demand loans to three related parties totaled $7,111 as of July 31, 2025, and $64,495 as of July 31, 2024.
• The Board of Directors approved on June 2, 2023, that any debt holder could voluntarily convert their debt into common stock at a conversion price of $1.00 per share.

Stakeholder Impact

• Shareholders face potential significant dilution from future equity financing, have limited influence due to majority control by the executive officer, and contend with an illiquid market for common stock with no planned dividends.
• Employees, particularly key officers, benefit from employment agreements and potential stock awards/options, but the company's understaffed financial function indicates potential resource constraints.
• Customers may experience changes in service offerings as the company pivots its business focus from healthcare consulting to environmental services and innovative technologies.
• Creditors face elevated risk due to the company's 'going concern' status and reliance on related party advances and future financing.
• Regulatory authorities will continue to monitor the company's remediation of identified material weaknesses in internal controls and disclosure procedures, as well as its ongoing SEC reporting and compliance.

Next Steps

• Remediate material weaknesses in disclosure controls and internal control over financial reporting.
• Hire necessary staff to address internal control weaknesses once sufficient revenue has been realized.
• Raise additional funds through public or private placement offerings to support operations and business development.
• Vigorously defend against the Jeffrey Kilgore lawsuit, with a hearing for a temporary injunction set for December 4, 2025.
• Provide shareholders with an advisory vote on executive compensation ('say on pay') at the next annual meeting.
• Implement a clawback policy for executive compensation in the future, if required.
• Continue to pursue business opportunities in environmental services and emerging innovative technologies, including the ongoing license agreement with Rain Cage Carbon.

Key Dates

Recommendation

While Panamera Holdings Corporation demonstrated substantial improvements in net loss and revenue growth year-over-year, the persistent 'going concern' warning, significant accumulated deficit, and identified material weaknesses in internal controls present considerable risks. The strategic pivot to environmental services and carbon capture is promising but is in its early stages and requires substantial future financing. The stock is highly speculative due to its limited operating history, illiquid market, and reliance on related party transactions. A 'Hold' recommendation is appropriate for existing investors to monitor the remediation of internal control issues and the successful execution of the new business strategy and financing efforts. New investors should approach with extreme caution due to the high risk profile.

Keywords

Environmental services, Carbon capture, Metals recycling, Innovative technologies, SEC filing, 10-K, Financial results, Going concern, Corporate governance, Related party transactions, Stock dilution, PNHT, Sustainability