RELATED PARTY TRANSACTIONS

12 Months Ended

Jul. 31, 2025

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 6 - RELATED PARTY TRANSACTIONS

On March 1, 2022, the Company entered in a consulting agreement in the field of Healthcare with a monthly payment of $8,333, with First DP Ventures, LP. The services were performed by a member of the Company’s board of directors. During the years ended July 31, 2025, and 2024, the Company generated revenues of $0 and $66,667 and incurred cost of revenues of $0 and $62,743 related to payroll expenses for to a member of the Company’s board of directors, who performed the consulting services in connection with the First DP Ventures LP agreement, respectively.  The Cost of revenue of $0 and $62,743 was included the salary payment of $0 and $56,000 to a member of the board of directors, respectively.  On March 29, 2024, the consulting agreement was terminated, and the result of Healthcare operations was recognized as discontinued operations (Note 3).

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

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

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

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

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

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

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

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

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

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

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

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