Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-36564

Healthcare Integrated Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

85-1173741

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

311 S. Weisgarber Road

Knoxville, TN 37919

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (865) 237-4448

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐
(Do not check if a 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 7(a)(2)(B) of the Securities Act. ☐

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

As of June 20, 2024, there were 74,468,542 shares of common stock of the Registrant outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	F-1
Item 1. Financial Statements (Unaudited).	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	13
Item 4. Controls and Procedures.	13
PART II – OTHER INFORMATION	14
Item 1. Legal Proceedings.	14
Item 1A. Risk Factors.	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3. Defaults Upon Senior Securities.	14
Item 4. Mine Safety Disclosures.	14
Item 5. Other Information.	14
Item 6. Exhibits.	15
SIGNATURES	16

Unless the context clearly indicates otherwise, when used in this report “we,” “us,” “our,” “Healthcare Integrated Technologies,” “Company,” or “our Company” refers to Healthcare Integrated Technologies, Inc. and, if applicable, our subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning: possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results; and any other statements that are not historical facts.

From time to time, forward-looking statements are also included in our other periodic reports on Form 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether resulting from new information, future events, a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise.

For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “ITEM 1A – RISK FACTORS” included in our most recent Annual Report on Form 10-K for the year ended July 31, 2023 as filed with the United States Securities and Exchange Commission on November 13, 2023.

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

Index to Financial Statements

	Page
Quarterly Period Ended April 30, 2024

Interim Consolidated Balance Sheets	F-2

Interim Consolidated Statements of Operations (Unaudited)	F-3

Interim Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)	F-4

Interim Consolidated Statements of Cash Flows (Unaudited)	F-5

Notes to The Interim Consolidated Financial Statements (Unaudited)	F-6

F-1

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED BALANCE SHEETS

	April 30, 2024			July 31, 2023
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	30		$	411
Accounts receivable, net		14,000			-
Prepaid expenses		33,022			34,092
Total current assets		47,052			34,503

OTHER ASSETS:
Intangibles, net		702,341			869,432
Total assets	$	749,393		$	903,935

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	287,179		$	258,708
Accounts payable and accrued expenses, related party		342,868			558,883
Accounts payable and accrued expenses		342,868			558,883
Payroll related liabilities		339,225			155,143
Note payable, related party		390,673			372,069
Notes payable		225,000			225,000
Notes payable		225,000			225,000
Total current and total liabilities		1,584,945			1,569,803

STOCKHOLDERS’ DEFICIT:
Common stock par value $0.001; 200,000,000 shares authorized; 73,218,542 and 68,016,167 shares issued and outstanding as of April 30, 2024 and July 31, 2023, respectively		73,219			68,016
Additional paid-in capital		15,302,276			14,878,282
Accumulated deficit		(16,211,047	)		(15,612,166	)
Total stockholders’ deficit		(835,552	)		(665,868	)
Total liabilities and stockholders’ deficit	$	749,393		$	903,935

See accompanying notes to the interim consolidated financial statements.

F-2

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	For the Three Months Ended						For the Nine Months Ended
	April 30,						April 30,
	2024			2023			2024			2023

REVENUE, NET	$	60,283		$	-		$	82,052		$	-

OPERATING EXPENSES:
Selling, general and administrative		128,082			161,161			370,236			487,776
Stock-based compensation		78,361			92,843			104,196			243,005
Amortization of intangibles		55,697			1,610			167,091			13,475
Total operating expenses		262,140			255,614			641,523			744,256

OPERATING LOSS		(201,857	)		(255,614	)		(559,471	)		(744,256	)

OTHER INCOME (EXPENSE):
Interest expense		(13,361	)		(118,930	)		(39,410	)		(351,648	)
Change in fair value of derivative liability		-			128,014			-			(11,617	)
Total other income (expense)		(13,361	)		9,084			(39,410	)		(363,265	)

NET LOSS	$	(215,218	)	$	(246,530	)	$	(598,881	)	$	(1,107,521	)

NET LOSS PER COMMON SHARE
Basic and diluted	$	-		$	(0.01	)	$	(0.01	)	$	(0.03	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		71,481,879			43,697,382			69,320,088			43,121,977

See accompanying notes to the interim consolidated financial statements.

F-3

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Shares		Amount		Capital			Deficit			Deficit
	Nine Months Ended April 30, 2024
	Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit

Balances at July 31, 2023		68,016,167	$	68,016	$	14,878,282		$	(15,612,166	)	$	(665,868	)

Net loss									(383,663	)		(383,663	)
Shares issued for cash		1,000,000		1,000		99,000						100,000
Shares issued for services		1,100,000		1,100		(1,100	)					-
Shares issued for loan modification		326,813		327		(327	)					-
Stock-based compensation		282,031		282		25,553						25,835
Activity for the six months ended January 31, 2024		2,708,844		2,709		123,126			(383,663	)		(257,828	)
Balances		73,218,542	$	73,219	$	15,302,276		$	(16,211,047	)	$	(835,553	)

Net loss									(215,218	)		(215,218	)
Issuance of shares for cash		2,250,000		2,250		222,750						225,000
Issuance of shares for loan modification		243,531		244		(244	)					-
Stock-based compensation		-		-		78,362						78,362
Activity for the three months ended April 30, 2024		2,493,531		2,494		300,867			(215,218	)		88,144

Balances at April 30, 2024		73,218,542	$	73,219	$	15,302,276		$	(16,211,047	)	$	(835,552	)
Balances		73,218,542	$	73,219	$	15,302,276		$	(16,211,047	)	$	(835,552	)

	Nine Months Ended April 30, 2023
	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

Balances at July 31, 2022		42,304,673	$	42,305	$	11,839,645	$	(14,309,708	)	$	(2,427,758	)

Net loss								(860,991	)		(860,991	)
Shares issued for services		250,000		250							13,750
Shares issued for the conversion of debt and related accrued interest		120,726		121		60,242					60,363
Stock-based compensation		154,662		154		189,323					189,477
Activity for the six months ended January 31, 2023		525,388		525		263,065		(860,991	)		(597,401	)
Balances		47,482,384	$	47,482	$	12,738,049	$	(15,417,229	)	$	(2,631,698	)

Net loss								(246,530	)		(246,530	)
Shares issued for cash		3,000,000		3,000		297,000					300,000
Shares issued for services		200,000		200		14,800					15,000
Shares issued for the conversion of debt and related accrued interest		254,446		254		126,969					127,223
Shares issued for note amendment fees		1,000,000		1,000		99,000					100,000
Stock-based compensation		197,877		198		97,570					97,768
Activity for the three months ended April 30, 2023		4,652,323		4,652		635,339		(246,530	)		393,461
Activity		4,652,323		4,652		635,339		(246,530	)		393,461

Balances at April 30, 2023		47,482,384	$	47,482	$	12,738,049	$	(15,417,229	)	$	(2,631,698	)
Balances		47,482,384	$	47,482	$	12,738,049	$	(15,417,229	)	$	(2,631,698	)

See accompanying notes to the interim consolidated financial statements.

F-4

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	For the Nine Months Ended April 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(598,881	)	$	(1,107,521	)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization		167,091			13,475
Stock-based compensation		104,196			243,005
Shares issued for services		-			15,000
Shares issued for note amendment fees		-			100,000
Amortization of debt discount		-			194,394
Change in fair value of derivative liability		-			11,617
Changes in operating assets and liabilities:
Accounts receivable, net		(14,000	)		-
Prepaid expenses and other current assets		1,070			2,561
Accounts payable and accrued expenses		28,471			77,527
Accounts payable and accrued expenses, related party		(70,381	)		242,550
Payroll related liabilities		184,082			129,827
NET CASH USED BY OPERATING ACTIVITIES		(198,352	)		(77,565	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for intangible assets		-			(22,388	)
NET CASH USED BY INVESTING ACTIVITIES		-			(22,388	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		325,000			300,000
Repayment of short-term debt		-			(150,000	)
Proceeds from related party loans		72,030			94,401
Payments of amounts owed to related parties		(199,059	)		(63,161	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		197,971			181,240

Net change in cash and cash equivalents		(381	)		81,287

Cash and cash equivalents, beginning of period		411			1,051

Cash and cash equivalents, end of period	$	30		$	82,338

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	-		$	30,000

SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures included in payroll related liabilities				$	82,998
Capital expenditures from stock-based compensation				$	57,991
Shares issued for payment of convertible debt				$	150,000
Shares issued for payment of accrued expenses				$	37,586

See accompanying notes to the interim consolidated financial statements.

F-5

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2024

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Healthcare Integrated Technologies, Inc. and its subsidiaries (collectively the “Company,” “we,” “our” or “us”) is a healthcare technology company based in Knoxville, Tennessee. We are creating a diversified spectrum of healthcare technology solutions to integrate and automate the continuing care, home care and professional healthcare spaces.

Our initial product, SafeSpace™ with AI Vision™, is an ambient fall detection solution designed for continuing care communities and at home use. SafeSpace includes hardware devices utilizing RGB, radar and other sensor technology coupled with our internally developed software to effectively monitor a person remotely. In continuing care communities, SafeSpace detects resident falls and generates alerts to a centralized, intelligent dashboard without the use of wearable devices or any action by the resident. In the home, SafeSpace detects falls and sends alerts directly to designated individuals.

We recently introduced and are currently pilot testing two additional products - SafeFace™ and SafeGuard™. SafeFace provides fully automated and ambient time and attendance reporting for facility staff, and an integrated and automatic agency invoice reconciliation feature. SafeGuard is a novel fully ambient elopement detection and alerting system based on our facial recognition technology.

In addition to our current product offerings, we are developing a home concierge healthcare service application to provide a virtual assisted living experience for seniors, recently released postoperative patients and others. The concierge application will enable the consumer to obtain home healthcare services and health and safety monitoring equipment to improve quality of life. We are also working to develop a fully integrated solution for the professional healthcare community that integrates electronic health records, remote patient monitoring, telehealth, and other items where integration is beneficial.

Basis of Presentation

The accompanying interim consolidated financial statements include those of Healthcare Integrated Technologies, Inc. and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying interim consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to fairly present the financial position of the Company as of April 30, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended April 30, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023 filed with the SEC on November 13, 2023.

Consolidation Policy

Our consolidated financial statements are consolidated in accordance with U.S. GAAP and include our accounts and the accounts of our wholly owned subsidiaries. We eliminate all intercompany transactions from our financial results.

Business Combinations

We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves several estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition.

F-6

Risk and Uncertainties

Factors that could affect our future operating results and cause actual results to vary materially from management’s expectation include, but are not limited to: our ability to maintain and secure adequate capital to fund our operations and fully develop our product(s); our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP 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 and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates.

Reclassifications

Certain prior period amounts may be reclassified to conform to current period presentation with no changes to previously reported net loss or stockholders’ deficit.

Cash and Cash Equivalents

We consider all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. No loss has been experienced and management does not believe we are exposed to any significant credit risk.

Accounts Receivable

Accounts receivable are stated at their historical carrying amount net of write-offs and allowance for uncollectible accounts. The Company has not charged interest on its accounts receivable. We routinely assess the recoverability of all customer and other receivables to determine their collectability based upon known bad debt risks and past loss history, customer payment practices and economic conditions and, if necessary, will record a reserve when, based on the judgement of management, it is probable that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we will charge uncollectable accounts receivable against the reserve. The Company recognized no bad debt expense, write-offs, or recoveries for the nine months ended April 30, 2024 and 2023.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances exceed the amount insured by the FDIC, which is $250,000. One (1) customer accounted for 100% of our consolidated accounts receivable at April 30, 2024 and 100% of our consolidated revenue for the nine months ended April 30, 2024.

F-7

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the interim consolidated statements of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years.

Intangible Assets

Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized over their expected useful life on a straight-line basis. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of the intangible asset is amortized prospectively over the revised remaining useful life. We did not recognize any impairment losses during any of the periods presented.

Impairment of Long-Lived Assets

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually, or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented.

F-8

Derivative Liability

Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” (paragraph 815-10-05-4 and Section 815-40-25). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

The Company adopted Section 815-40-15 of the FASB ASC (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative liability at each balance sheet date. We record the change in the fair value of the derivative liability as other income or expense in the consolidated statements of operations.

We had no derivative assets or liabilities as of April 30, 2024 and July 31, 2023.

Related Parties

The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Revenue Recognition

The Company’s revenue recognition policy is to recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.

F-9

Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. The agreements are generally non-cancellable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.

Contract Liabilities

The Company receives payments from customers based upon contractual billing schedules. Contract liabilities include payments received in advance of performance under the contract. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Our contract assets and liabilities are reported on an individual contract basis at the end of each reporting period. Contract liabilities are classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company expects to recognize all outstanding contract liabilities over the next 12 months.

Contract Combination

The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company applied the revenue model to a portfolio of contracts with similar characteristics where we expected that the financial statements would not differ materially from applying it to the individual contracts within that portfolio.

Advertising and Marketing

Advertising and marketing costs are expensed as incurred in accordance with ASC 720-35, “Advertising Costs.” We incurred advertising and marketing costs of $5,864 and $5,418 for the nine months ended April 30, 2024 and 2023, respectively, which are included in selling, general and administrative expenses on the interim consolidated financial statements.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718.

Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expense is included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the interim consolidated statements of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid-in capital.

F-10

The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are expected to vest. See Note 9 - Stock-Based Compensation.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with Topic 740, “Income Taxes”. Under this method, income tax expense is recognized for the amount of: (1) taxes payable or refundable for the current year and (2) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Net Loss Per Common Share

We determine basic loss per share and diluted loss per share in accordance with the provisions of ASC 260, “Earnings Per Share.” Basic loss per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. The calculation of diluted income loss per share is similar to that of basic earnings per share, except the denominator is increased, if the earnings are positive, to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been exercised.

Recently Adopted Accounting Pronouncements

On August 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminates the existing troubled debt restructuring recognition and measurement guidance, and instead aligns the accounting treatment to that of other loan modifications. The amendments enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. ASU 2022-02 also requires that entities disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these interim consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the interim consolidated financial statements of the Company.

NOTE 2 - GOING CONCERN

The accompanying interim consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern. The Company had net losses of $598,881 for the nine months ended April 30, 2024 and $1,302,458 for its most recent fiscal year ended July 31, 2023. As of April 30, 2024, the Company has a significant working capital deficit. We have a history of losses, an accumulated deficit, have negative working capital and have not generated cash from our operations to support a meaningful and ongoing business plan. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

F-11

In view of these matters, our ability to continue as a going concern is dependent upon the continuing development, marketing and sales of a viable product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.

NOTE 3 - INTANGIBLES, NET

Intangibles, net consisted of the following at April 30, 2024 and July 31, 2023:

SCHEDULE OF INTANGIBLES ASSET

	April 30, 2024			July 31, 2023
Developed Software		627,440			627,440
Patents		258,422			258,422
Website		8,785			8,785
Intangibles, gross		8,785			8,785
Less: accumulated amortization		(192,306	)		(25,215	)
Total intangibles, net	$	702,341		$	869,432

Amortization expense for the nine months ended April 30, 2024 and 2023 was $167,091 and $13,475, respectively. Amortization expense for the nine months ended April 30, 2023 includes $8,279 related to the abandonment of a patent during the period.

Intangibles are amortized over their estimated useful lives of two (2) to twenty (20) years. As of April 30, 2024, the weighted average remaining useful life of intangibles being amortized was approximately 7 years. We expect the remaining aggregate amortization expense for each of the five succeeding years to be as follows:


2024	$	55,697
2025		222,788
2026		222,788
2027		13,641
2028		13,641
Thereafter		173,786
Total remaining expected amortization expense	$	702,341

F-12

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at April 30, 2024 and July 31, 2023:

	April 30, 2024		July 31, 2023
Accounts payable	$	209,227	$	197,234
Accrued expenses		5,800		-
Accrued interest expense		72,152		61,474
Accounts payable and accrued expenses		287,179		258,708

Accounts payable, related party		201,790		328,819
Accrued expenses, related party		141,078		230,064
Accounts payable and accrued expenses, related party		342,868		558,883

Total accounts payable and accrued expenses	$	630,047	$	817,591

NOTE 5 - PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at April 30, 2024 and July 31, 2023:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	April 30, 2024		July 31, 2023
Accrued officers’ payroll	$	327,155	$	143,073
Payroll taxes payable		12,070		12,070
Total payroll related liabilities	$	339,225	$	155,143

NOTE 6 - NOTE PAYABLE, RELATED PARTY

On June 12, 2023, we issued a Promissory Note to Platinum Equity Advisors, LLC, a related party (the “Platinum Note 1”), in the principal amount of $372,069. The Platinum Note is unsecured and bears interest at 10% per annum. The principal amount of the note plus accrued interest of $18,604 was due in a single lump sum payment on December 12, 2023. We incurred no issuance cost on the transaction and the proceeds were used to retire debt.

On December 12, 2023 we issued a new promissory note to Platinum Equity Advisors, LLC in the principal amount of $390,673 (the “Platinum Note 2”) as full payment of the Platinum Note 1 principal and accrued interest due on such date. The Platinum Note 2 is unsecured and bears interest at 10% per annum. The principal amount of the note plus accrued interest of $19,534 is due in a single lump sum payment on June 12, 2024. We incurred no issuance cost on the transaction.

Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Charman of our Board of Directors.

At April 30, 2024, the principal balance of the Platinum Note 2 remained $390,673 and accrued but unpaid interest was $15,193. The accrued interest is included in Accounts payable and accrued expenses, related party on our interim consolidated balance sheets. The amounts and terms of the related party transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

F-13

NOTE 7 - NOTES PAYABLE

We had the following debt obligations reflected at their respective carrying values on our interim consolidated balance sheets as of April 30, 2024 and July 31, 2023:

SCHEDULE OF DEBT OBLIGATIONS

	April 30, 2024		July 31, 2023
5% Convertible promissory notes	$	175,000	$	175,000
Note payable to Acorn Management Partners, LLC		50,000		50,000
Notes payable	$	225,000	$	225,000

5% Convertible Promissory Notes

On various dates during the month of March 2018, we issued a series of 5% Convertible Promissory Notes (collectively, the “5% Notes”) totaling $750,000 in net proceeds. We incurred no costs related to the issuance of the 5% Notes. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually and matured one-year from the date of issuance. At April 30, 2024 and July 31, 2023, accrued but unpaid interest on the 5% Notes was $60,982 and $52,555, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets.

The 5% Notes are convertible into common shares of the Company at a fixed ratio of two shares of common stock per dollar amount of the face value of the note. The principal terms under which the 5% Notes may be converted into common stock of the Company are as follows:

	●	At the option of the holder, the outstanding principal amount of the note, and any accrued but unpaid interest due, may be converted into the Company’s common stock at any time prior to the maturity date of the note.

	●	The outstanding principal amount of the note, and any accrued but unpaid interest due, will automatically be converted into the Company’s common stock if at any time prior to the maturity date of the note, the Company concludes a sale of equity securities in a private offering resulting in gross proceeds to the Company of at least $1,000,000.

There were no 5% Notes converted into shares of our common stock during the nine months ended April 30, 2024. 5% Notes with a face amount of $150,000 and related accrued interest of $37,586 were converted into shares of our common stock during the year ended July 31, 2023. At April 30, 2024, 5% Notes with a face amount of $175,000 and related accrued interest expense of $60,982 are currently in default and are not convertible under the conversion terms. Management is currently negotiating amendments to the notes in default to extend the maturity dates of such notes and to encourage note conversions.

Note Payable to Acorn Management Partners, LLC

On August 11, 2020 we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”). As consideration for the share repurchase, we issued a $50,000 promissory note bearing interest a 6.0% per annum and due one-year from the date of issuance (the “Acorn Note”). In the event we default under the terms of the Acorn Note, we are required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. AMP delivered the purchased shares directly to the transfer agent on September 8, 2020 and immediately cancelled. At April 30, 2024 and July 31, 2023, accrued but unpaid interest on the Acorn Note was $11,169 and $8,919, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets. At April 30, 2024, the note and related accrued interest expense is in default. Management is currently negotiating an amendment to the note to extend the maturity date.

NOTE 8 - COMMON STOCK

At April 30, 2024 and July 31, 2023, we had 73,218,542 and 68,016,167 shares of common stock outstanding, respectively. We issued 3,250,000 shares for cash, 1,100,000 shares for services, 570,344 shares for a loan modification fee, and 282,031 shares for the vesting of restricted stock grants during the nine months ended April 30, 2024. During the fiscal year ended July 31, 2023, we issued 25,711,494 shares of common stock, of which 19,722,260 were issued for the payment of accrued expenses, 3,000,000 shares were issued for cash, 1,500,000 shares were issued for payment of note extension fees, 664,062 shares were issued upon the vesting of restricted stock grants, 450,000 shares were issued for services, and 375,172 shares were issued for the conversion of debt and related accrued interest.

F-14

On August 26, 2022, we executed a consulting agreement with G. Shayne Bench, individually, and Bucuti Investments, LLC, or assignee (“Bench”) to provide business advisory services in analyzing, structuring, negotiating and effecting business combinations, and serving on our Board of Directors. Pursuant to the terms of the agreement, we provided Bench a one (1) year restricted stock award of 846,093 shares, which were valued at $0.0135 on the award date. The restricted stock award vest ratably, on a monthly basis, at the end of each month of completed service. Vested common shares are issued on a quarterly basis in accordance with the Company’s quarterly reporting periods. As of April 30, 2024, all 846,093 shares under the restricted stock award have been issued.

On August 1, 2023, we issued 211,523 shares of common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services. The shares were issued at an estimated value of $0.0135 per share.

On October 19, 2023, we issued 500,000 shares of common stock to a consultant pursuant to the terms of a consulting agreement entered into on October 19, 2022. The shares were issued to the consultant at an estimated value of $0.033 per share.

On November 1, 2023, we issued 70,508 shares of common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services. The shares were issued at an estimated value of $0.0135 per share.

On November 1, 2023, we issued 100,000 shares of common stock to a consultant pursuant to the terms of a consulting agreement entered into on September 1, 2023. The shares were issued to the consultant at an estimated value of $0.024 per share.

On December 8, 2023, we issued 326,813 shares of common stock to a previous lender pursuant to a make whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share.

On January 31, 2024, we completed a private placement of 1,000,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

On February 9, 2024, we completed a private placement of 250,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $25,000. We incurred no cost related to the private placement.

On March 7, 2024, we completed a private placement of 1,000,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

On March 22, 2024, we completed a private placement of 1,000,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

On April 16, 2024, we issued 243,531 shares of common stock to a previous lender pursuant to a make whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share.

F-15

NOTE 9 - STOCK-BASED COMPENSATION

Our stock-based compensation programs are long-term retention awards that are intended to attract, retain, and provide incentives for employees, officers and directors, and to align stockholder and employee interest. We utilize grants of both stock options and warrants and restricted stock to achieve those goals.

Summary of Stock Options and Warrants

During the nine months ended April 30, 2024, we recorded $76,482 of compensation expense related to stock options and warrants. During the nine months ended April 30, 2023, we recorded $189,869 of compensation expense, net of capitalized expense of $57,991, related to stock options and warrants. The grant date fair value of stock options and warrants during the nine months ended April 30, 2024 was $69,776. We granted no stock options or warrants during the nine months ended April 30, 2023.

The following table summarizes our options and warrant activity for the nine months ended April 30, 2024 and fiscal year ended July 31, 2023:

	April 30, 2024					July 31, 2023
	Number of Options and Warrants			Weighted Average Exercise Price		Number of Options and Warrants			Weighted Average Exercise Price
Balance at beginning of year		6,350,000		$	0.24		8,850,000		$	1.02
Granted		1,250,000			0.07		-			-
Canceled		(1,250,000	)		0.23		-			-
Expired		-			-		(2,500,000	)		3.00
Balance at end of period		6,350,000		$	0.21		6,350,000		$	0.24
Options and warrants exercisable		6,350,000		$	0.21		6,066,666		$	0.23

Summary of Restricted Stock Grants

During the nine months ended April 30, 2024 and 2023, we recorded compensation expense related to restricted stock grants of $27,714 and $39,386, respectively. The grant date fair value of restricted stock awards during the nine months ended April 30, 2024 and 2023 was $33,805 and $76,422, respectively.

The following table summarizes our restricted stock activity for the nine months ended April 30, 2024 and fiscal year ended July 31, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	April 30, 2024			July 31, 2023
Balance at beginning of period		2,282,031			100,000
Granted		1,300,000			2,846,093
Released		(1,382,031	)		(664,062	)
Balance at end of period		2,200,000			2,282,031

F-16

NOTE 10 - RELATED PARTY TRANSACTIONS

To continue operations and meet operating cash requirements, we have periodically relied on short term loans from related parties, primarily shareholders, until such time as our cash flow from operations meets our cash requirements, or we are able to obtain adequate financing through sales of our equity securities and/or traditional debt financing. There is no formal written commitment for continued support by shareholders or others. Amounts loaned primarily relate to amounts paid to vendors. The loans are considered temporary in nature and have not been formalized by any written agreement. As of April 30, 2024 and July 31, 2023, related parties were owed $201,790 and $328,819, respectively, which are included in Accounts payable and accrued expenses, related party on the interim consolidated balance sheets (See “Note 4 - Accounts Payable and Accrued Expenses”). The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party loans may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

For compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum Equity”), a related party, to provide the services of our CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Charman of our Board of Directors. At April 30, 2024 and July 31, 2023, we owed Platinum Equity $125,886 and $225,000, respectively, for amounts related to the Contract CEO Agreement. The amount owed is included in Accounts payable and accrued expenses, related party on the interim consolidated balance sheets (See “Note 4 - Accounts Payable and Accrued Expenses”).

On December 12, 2023, we issued a Promissory Note to Platinum Equity in the principal amount of $390,673. The note, plus accrued interest, is due on June 12, 2024. At April 30, 2024, accrued but unpaid interest on the note was $15,193 (See “Note 4 - Accounts Payable and Accrued Expenses” and “Note 6 - Notes Payable, Related Party”). The amount and terms of the related party loan may not necessarily be indicative of the amount and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Litigation

On April 18, 2024, the Lender filed a motion seeking partial summary judgment on its First Cause of Action against BERI and its Second Cause of Action against Scott M. Boruff in the amount of $4,705,900, plus their actual and reasonable attorneys’ fees. Neither the Company nor its subsidiaries were included in the motion seeking partial summary judgment.

In the event the Lender attempts to enforce the alleged guarantees against our subsidiaries, we believe we have valid defenses against such an action. In addition, both subsidiaries previously discontinued their operations and currently have no assets. In the judgement of the Company’s management, if the pending actions were adversely determined they would not have a material adverse effect on the Company.

Employment and Consulting Agreements

On January 31, 2024, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEO’s time, attention, skill and best efforts to the Company. At the discretion of the Board of Directors, the base fee may be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEO’s time commitment to the Company. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards and other benefits as approved by the Board of Directors.

F-17

On January 31, 2024, in connection with the appointment of Charles B. Lobetti, III as Chief Financial Officer of the Company, the Company and Mr. Lobetti entered into an employment agreement (the “Lobetti Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Mr. Lobetti a base salary at the rate of $102,000 per annum. The initial base salary is intended to compensate Mr. Lobetti for a devotion of up to forty percent (40%) of his time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $255,000 to better reflect the value of any future increases in Mr. Lobetti’s time commitment to the Company. In the event Mr. Lobetti’s employment with the Company is terminated without cause, Mr. Lobetti shall be entitled to a severance payment equal to his currently in effect base salary for one (1) full year. If Mr. Lobetti is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Lobetti shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Lobetti is eligible for equity awards and other benefits as approved by the Board of Directors.

On January 31, 2024, in connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the “Greenwood Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Mr. Greenwood a base salary at the rate of $102,000 per annum. The initial base salary is intended to compensate Mr. Greenwood for a devotion of up to forty percent (40%) of his time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $255,000 to better reflect the value of any future increases in Mr. Greenwood’s time commitment to the Company. In the event Mr. Greenwood’s employment with the Company is terminated without cause, Mr. Greenwood shall be entitled to a severance payment equal to his currently in effect base salary for one (1) full year. If Mr. Greenwood is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Greenwood shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Greenwood is eligible for equity awards and other benefits as approved by the Board of Directors.

On January 31, 2024, in connection with the appointment of Susan A. Reyes, MD as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the “Reyes Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Dr. Reyes a base salary at the rate of $24,000 per annum. The initial base salary is intended to compensate Dr. Reyes for a fractional devotion of her time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $92,000 to better reflect the value of any future increases in Dr. Reyes’ time commitment to the Company. In the event Dr. Reyes’ employment with the Company is terminated without cause, Dr. Reyes shall be entitled to a severance payment equal to her currently in effect base salary for one (1) full year. If Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary she is then earning. In addition, Dr. Reyes is eligible for equity awards and other benefits as approved by the Board of Directors.

NOTE 12 - SUBSEQUENT EVENTS

On June 15, 2024, we entered into a Non-Employee Chief Strategy Officer Engagement Agreement (the “Contract CSO Agreement”) with Ryan Hillis to provide the services of Chief Strategy Officer to the Company for a term of three (3) years. The Company shall pay Mr. Hillis an annual base fee of $100,000, to be paid in equal monthly payments, and receive a grant of 1,000,000 shares of the Company’s common stock as a signing bonus. In addition to the base fee and stock grant, Mr. Hillis will be paid a commission on certain new and recurring business sales. Mr. Hillis is also eligible for discretionary bonuses, equity awards and other benefits as approved by the Board of Directors. If the Contract CSO Agreement is terminated by us without cause, or by Mr. Hillis for good reason, we are obligated to pay Mr. Hillis a severance equal to one month of base fee and any other earned but unpaid compensation.

We evaluate subsequent events and transactions that occur after the balance sheet date for the period presented and up to the issuance date of the financial statements. Based on our review, we did not identify any subsequent events other than those mentioned above that would require adjustment to or disclosure in the interim consolidated financial statements.

F-18

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR 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. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

This following discussion summarizes the significant factors affecting the interim consolidated financial statements, financial condition, liquidity, and cash flows of Healthcare Integrated Technologies, Inc, for the nine months ended April 30, 2024 and 2023. The discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended July 31, 2023 as filed with the SEC on November 13, 2023.

Executive Overview

Healthcare Integrated Technologies, Inc. and its subsidiaries is a healthcare technology company based in Knoxville, Tennessee. We are creating a diversified spectrum of healthcare technology solutions to integrate and automate the continuing care, home care and professional healthcare spaces.

In addition to our current product offerings, we are developing a home concierge healthcare service application to provide a virtual assisted living experience for seniors, recently released postoperative patients, and others. The concierge application will enable the consumer to obtain home healthcare services and health and safety monitoring equipment to improve quality of life. We are also working to develop a fully integrated solution for the professional healthcare community that integrates electronic health records, remote patient monitoring, telehealth, and other items where integration is beneficial.

Strategy

Our mission is to grow a profitable healthcare technology company by focusing on our core product, continuing the development of our proprietary software, and developing new uses and product lines for our technology. Our management team is focused on maintaining financial flexibility and assembling the right complement of personnel and outside consultants required to successfully execute our mission.

Financial and Operating Results

We continue to utilize funds raised from the private sales of our common stock, issuance of debt, and short-term advances from related parties to provide cash for our operations, which has allowed us to continue refining our initial product and readying it for pilot testing, developing future product offerings and adding talented individuals to our management team and on a contract basis. Highlighted achievements for the nine months ended April 30, 2024 include:

	●	We continue to evaluate our two new products - SafeFace and SafeGuard. SafeFace provides fully automated and ambient time and attendance reporting for facility staff, and an integrated and automatic agency invoice reconciliation feature. SafeGuard is a novel fully ambient elopement detection and alerting system based on our facial recognition technology.

	●	On August 8, 2023, we announced a strategic alliance with Signature HealthCARE (“Signature”). The alliance aims to implement a series of pilot programs during the coming fiscal year. The collaboration will involve several new proprietary, fully ambient AI-based solutions to be pilot tested and deployed across multiple Signature senior living facilities. Signature is a family-based healthcare company that offers integrated services in 10 states across the continuum of care, including skilled nursing, rehabilitation, assisted living, memory care, home health, cognitive care, and telemedicine.

	●	On December 1, 2023 we entered into a contract with Signature to install our SafeFace AI-based proprietary software to automatically track and trace every individual who enters a facility, photographing the individual as they enter the facility, and providing notifications to the facility staff when that individual enters and exits the facility. The $266,000 contract covers 19 Signature facilities ($14,000 per facility) and is part of an infection control program funded by a grant Signature received from the State of Tennessee. The contract expires on April 1, 2024 and the net revenue will be recognized over the contract period.
	●	On December 1, 2023 we entered into a contract with Signature to install our SafeFace AI-based proprietary software to automatically track and trace employees and agency staff as they enter and exit a facility. The data is used to track and compare billings to employee and agency staff time input. Utilizing custom designed reports, Signature can identify discrepancies in employee reports and agency staff invoices as part of a control process to prevent over and under billings. We entered into this contract under a contingent fee arrangement whereby we receive 50% of any cost savings identified by the system. We did not recognize any revenue under this contract during the nine months ended April 30, 2024. Due to the contingent nature of our fee arrangement, we cannot accurately predict future revenue from this contract. The contract expires on November 30, 2024.
	●	In February 2024, the Company entered into a non-binding letter of intent with Glass 8 Holdings LLC (“Glass 8”), a Tennessee-based limited liability company that owns window businesses operating in Canada, to purchase 100% of the membership interest of Glass 8 in exchange for the issuance of 8 million shares of the Company’s common stock and the assumption of a $1.1 million loan. The spouse of our CEO controls a 37.775% membership interest in Glass 8. We were unable to move forward with the acquisition of Glass 8 due to their inability to adequately respond to our due diligence requests. If circumstances change and a definitive agreement is ultimately reached, the Company will file notice with the Securities and Exchange Commission on Form 8-K.

Results of Operations

Three Months Ended April 30, 2024 Compared to the Three Months Ended April 30, 2023

Revenues

During the three months ended April 30, 2024, we recognized $60,283 in revenue from our service agreement that ended April 1, 2024. We have been unable to obtain extensions or additional agreements that would allow us to continue recognizing revenue in subsequent periods. We had no revenue during the three months ended April 30, 2023.

Operating Expenses

The table below presents a comparison of our operating expenses for the three months ended April 30, 2024 and 2023:

	For the Three Months Ended April 30,
	2024		2023		$ Variance			%Variance

Officers’ salaries	$	86,861	$	124,125	$	(37,264	)		(30	)%
Professional fees		15,405		29,628		(14,223	)		(48	)%
Software development		7,006		-		7,006			-
Travel and entertainment		13,499		256		13,243			5,173	%
Advertising and marketing		3,196		1,625		1,571			97	%
Other		2,115		5,527		(3,412	)		(62	)%
Total selling, general & administrative		128,082		161,161		(33,079	)		(21	)%
Stock-based compensation		78,361		92,843		(14,482	)		(16	)%
Amortization		55,697		1,610		54,087			3,359	%
Total Operating Expenses	$	262,140	$	255,614	$	6,526			3	%

Officers’ Salaries - Officers’ salaries decreased $37,264, or 30%, over 2023. The decrease is a result of the Company’s officers accepting voluntary pay reductions to better reflect time commitments and reduce operating cost during the start-up phase.

Professional Fees - Professional fees decreased $14,223, or 48%, over the same period in the prior year. The decrease from 2023 primarily results from a $16,284 decrease in legal fees and a $5,000 decrease in the expense for outside consultants, which were partially offset by a $2,000 increase in accounting fees and a $4,081 increase in patent related costs. The remaining difference results from a small net increase in transfer agent and SEC filing costs.

Software Development - Software development expenses increased $7,006 over 2023. Prior to this period, our internally developed software had not been placed in service and software development cost were being capitalized.

Travel and Entertainment - Travel and entertainment expenses increased $13,243 over the same period in the prior year. The increase in travel and entertainment expenses is directly attributable to focused capital raising effort and actively evaluating acquisition opportunities during the period.

Advertising and Marketing - Advertising and marketing expenses increased $1,571 over 2023. The increase is primarily attributable to a $1,497 increase in expenses related to conferences and conventions during 2024.

Other - Other expenses decreased $3,412, or 62%, over the same period in the prior year. The decrease from 2023 primarily results from a $2,954 decrease in office expenses.

Stock-based Compensation - Stock-based compensation expense decreased $14,482, or 16%, from the same period in the prior year. The decrease results from a 2024 reduction in the amortization of the grant date fair value of employee stock options and restricted stock awards granted to our CEO, CFO, CTO and CMO. The decreases were partially offset by the additional expense related to the issuance of restricted stock awards and warrants to outside consultants.

Amortization - Amortization expense increased $54,087 over 2023. The increase in amortization expense primarily relates to the amortization of capitalized software development cost during the three months ended April 30, 2024 that had not yet been placed in service during the prior period.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the three months ended April 30, 2024 and 2023:

	For the Three Months Ended April 30,
	2024			2023			$ Variance			%Variance

Interest expense	$	(13,361	)	$	(118,930	)	$	105,569			(89	)%
Change in fair value of derivative liability		-			128,014			(128,014	)		-
Total	$	(13,361	)	$	9,084		$	(22,445	)		(247	)%

Interest Expense - Interest expense decreased $105,569, or 89%, over the same period in the prior year. Interest expense decreased due to a paydown and refinance of debt in June of 2023. The prior loan, which was in place during 2023, had a larger principal balance and associated fees that were initially recorded as debt discount and were being amortized as a component of interest expense.

Change in Fair Value of Derivative Liability – We had no derivative liability during the third quarter of fiscal 2024 and, accordingly, no change in the fair value of derivative liability. The change in the fair value of derivative liability in 2023 was associated with debt that was retired in June of 2023.

Nine Months Ended April 30, 2024 Compared to the Nine Months Ended April 30, 2023

Revenues

During the nine months ended April 30, 2024, we recognized $82,052 in revenue from our service agreement that ended April 1, 2024. We have been unable to obtain extensions or additional agreements that would allow us to continue recognizing revenue in subsequent periods. We had no revenue during the nine months ended April 30, 2023.

Operating Expenses

The table below presents a comparison of our operating expenses for the nine months ended April 30, 2024 and 2023:

	For the Nine Months Ended April 30,
	2024		2023		$ Variance			%Variance

Officers’ salaries	$	260,582	$	372,418	$	(111,836	)		(30	)%
Professional fees		69,905		102,317		(32,412	)		(32	)%
Software development		15,287		-		15,287			-
Travel and entertainment		14,551		792		13,759			1,737	%
Advertising and marketing		5,864		5,418		446			8	%
Other		4,047		6,831		(2,784	)		(41	)%
Total selling, general & administrative		370,236		487,776		(117,540	)		(24	)%
Stock-based compensation		104,196		243,005		(138,809	)		(57	)%
Amortization		167,091		13,475		153,616			1,140	%
Total Operating Expenses	$	641,523	$	744,256	$	(102,733	)		(14	)%

Officers’ Salaries - Officers’ salaries decreased $111,836, or 30%, over 2023. The decrease is a result of the Company’s officers accepting voluntary pay reductions to better reflect time commitments and reduce operating cost during the start-up phase.

Professional Fees - Professional fees decreased $32,412, or 32%, over the same period in the prior year. The decrease from 2023 primarily results from a $18,750 decrease in the expense for outside consultants, $17,151 decrease in legal fees and a $3,016 decrease in accounting fees, which were partially offset by a $6,878 increase in patent related costs. The remaining difference results from a small net decrease in transfer agent and SEC filing costs.

Software Development - Software development expenses increased $15,287 over 2023. Prior to this period, our internally developed software had not been placed in service and software development cost were being capitalized.

Travel and Entertainment - Travel and entertainment expenses increased $13,759 over the same period in the prior year. The increase in travel and entertainment expenses is directly attributable to focused capital raising effort and actively evaluating acquisition opportunities during the period.

Other - Other expenses decreased $2,784, or 41%, over the same period in the prior year. The decrease from 2023 primarily results from a $2,443 decrease in office expenses.

Stock-based Compensation - Stock-based compensation expense decreased $138,809, or 57%, from the same period in the prior year. The decrease results from a 2024 reduction in the amortization of the grant date fair value of employee stock options and restricted stock awards granted to our CEO, CFO, CTO and CMO. The decreases were partially offset by the additional expense related to the issuance of restricted stock awards and warrants to outside consultants.

Amortization - Amortization expense increased $153,616 over 2023. The increase in amortization expense primarily relates to the amortization of capitalized software development cost during the nine months ended April 30, 2024 that had not yet been placed in service during the prior period.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the nine months ended April 30, 2024 and 2023:

	For the Nine Months Ended April 30,
	2024			2023			$ Variance			%Variance

Interest expense	$	(39,410	)	$	(351,648	)	$	(312,238	)		(89	)%
Change in fair value of derivative liability		-			(11,617	)		(11,617	)		-
Total	$	(39,410	)	$	(363,265	)	$	(323,855	)		(89	)%

Interest Expense - Interest expense decreased $312,238, or 89%, over the same period in the prior year. Interest expense decreased due to a paydown and refinance of debt in June of 2023. The prior loan, which was in place during 2023, had a larger principal balance and associated fees that were initially recorded as debt discount and were being amortized as a component of interest expense.

Change in Fair Value of Derivative Liability – We had no derivative liability during the first quarter of fiscal 2024 and, accordingly, no change in the fair value of derivative liability. The change in the fair value of the derivative liability in 2023 was associated with debt that was retired in June of 2023.

Liquidity and Capital Resources

Working Capital

The following table summarizes our working capital for the interim period ended April 30, 2024 and fiscal year ended July 31, 2023:

	April 30, 2024			July 31, 2023
Current assets	$	47,052		$	34,503
Current liabilities		(1,584,945	)		(1,569,803	)
Working capital deficiency	$	(1,537,893	)	$	(1,535,300	)

Current assets for the interim period ended April 30, 2024 increased $12,549 as compared to the fiscal year ended July 31, 2023. The increase is primarily due to an increase in accounts receivable related to the new Signature contract.

Current liabilities for the interim period ended April 30, 2024 increased $15,142 as compared to the fiscal year ended July 31, 2023. The increase is due to a $28,471 increase in accounts payable and accrued expenses, a $184,082 increase in payroll related liabilities as we continue to accrue officer compensation, and a $18,604 increase in notes payable to related parties, which were offset by a $216,015 reduction in short-term loans and accrued expenses owed to related parties.

Net Cash Used by Operating Activities

We currently do not have a recurring revenue source and will continue to have negative cash flow from operations for the near future. The factors in determining operating cash flows are largely the same as those that affect net earnings, except for non-cash expenses such as depreciation and amortization, stock-based compensation, and cash received from deferred revenue, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was $198,352 and $77,565 for the nine months ended April 30, 2024 and 2023, respectively. as compared to net cash used by operating activities of $77,565 for the nine months ended April 30, 2023. The $120,787 increase in net cash used by operating activities during 2024 is attributable to a $202,436 decrease in the adjusted net loss from operations that is offset by a $323,223 decrease in changes in operating assets and liabilities from the 2023 amounts. The $202,436 decrease in the adjusted net loss from operations primarily results from a $82,052 increase in revenues and a $111,836 decrease in officer’s compensation. The $323,223 decrease in changes in operating assets and liabilities primarily results from $302,643 in payments to related parties that significantly reduced short-term related party loans and accrued expenses.

Net Cash Used by Investing Activities

Net cash used by investing activities was $-0- and $22,388 for the nine months ended April 30, 2024 and 2023, respectively. The amount is generally comprised of cash paid for the filing of patent applications and for the development of software for our internal use.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $197,971 for the nine months ended April 30, 2024, which represents a $16,731 increase over the same period of 2023. The 2024 increase primarily resulted from a $150,000 decrease in principal reduction payments on short term debt, that was partially offset by a $135,898 increase in payments to related parties for amounts owed for short-term loans and accrued expenses.

At this time, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from debt financings and/or the sale of our equity securities to meet our obligations over the next twelve months. We are likely to continue using short-term loans from management to meet our short-term funding needs. We have no material commitments for capital expenditures as of April 30, 2024.

Going Concern Qualification

We have a history of losses, an accumulated deficit, negative working capital and have not generated cash from operations to support a meaningful and ongoing business plan. Our Independent Registered Public Accounting Firm has included a “Going Concern Qualification” in their report for the years ended July 31, 2023 and 2022. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. We intend on financing our future activities and working capital needs largely from the sale of private and/or public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise capital.

Critical Accounting Policies and Estimates

Our interim consolidated financial statements and related public financial information are based on the application of U.S. GAAP. U.S. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to U.S. GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our interim consolidated financial statements.

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our July 31, 2023 Annual Report.

We believe the following critical policies impact our more significant judgments and estimates used in preparation of our interim consolidated financial statements.

Business Combinations

Risk and Uncertainties

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates.

Fair Value of Financial Instruments

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Intangible Assets

Impairment of Long-Lived Assets

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.

Derivative Liability

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

The Company adopted Section 815-40-15 of the FASB ASC (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two- step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative at each balance sheet date. We record the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.

Revenue Recognition

Revenue is recognized under ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.

Contract Liabilities

Contract Combination

Stock-Based Compensation

Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statements of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

Capital Resources

We had no material commitments for capital expenditures as of April 30, 2024.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of April 30, 2024.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not hold any market risk sensitive instruments. We consider our interest rate risk exposure to be minimal as a result of fixing interest rates on 100% of our debt. At April 30, 2024, there was no floating rate debt that would expose us to market fluctuations in interest rates.

Item 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, at the end of the period covered by this report (the “Evaluation Date”). In conducting its evaluation, management considered the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date we did not maintain disclosure controls and procedures that were effective in providing reasonable assurances that information required to be disclosed in our reports filed under the Securities Exchange act of 1934 was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

On September 18, 2023, Apex Funding Source, LLC (the “Lender”) filed a lawsuit in the Supreme Court of the State of New York, County of New York, naming Grasshopper Staffing, Inc. and Indeliving Holdings, Inc., both of which are wholly owned subsidiaries of the Company, as defendants in the suit. The action against our wholly owned subsidiaries is due to an alleged guarantee of a loan the Lender made to Blue Earth Resources, Inc. (“BERI”), an entity related to the Company through common management control. The lawsuit is an action for BERI’s breach of a loan agreement and failure to pay $4,705,900 in principal and interest to the Lender when due. The lawsuit also named Scott M. Boruff, the CEO and Chairman of the Company’s Board of Directors, and Platinum Equity Advisors, LLC, the Company’s largest principal shareholder that is controlled by Julie Boruff, spouse of Scott M. Boruff, as defendants for their alleged guaranty of the BERI loan. On April 18, 2024, the Lender filed a motion seeking partial summary judgment on its First Cause of Action against BERI and its Second Cause of Action against Scott M. Boruff in the amount of $4,705,900, plus their actual and reasonable attorneys’ fees. Neither the Company nor its subsidiaries were included in the motion seeking partial summary judgment. In the event the Lender attempts to enforce the alleged guarantees against our subsidiaries, we believe we have valid defenses against such an action. In addition, both subsidiaries previously discontinued their operations and currently have no assets. In the judgement of the Company’s management, if the pending actions were adversely determined they would not have a material adverse effect on the Company.

Item 1A. RISK FACTORS.

Not required for emerging growth companies.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 31, 2024, we issued 1,000,000 shares of our common stock at a price of $0.10 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 9, 2024, we issued 250,000 shares of our common stock at a price of $0.10 per share to an accredited investor resulting in net proceeds to the Company of $25,000. We incurred no cost related to the private transaction. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On March 7, 2024, we issued 1,000,000 shares of our common stock at a price of $0.10 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On March 22, 2024, we issued 1,000,000 shares of our common stock at a price of $0.10 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

On various dates during the month of March 2018 we issued a series of 5% Convertible Promissory Notes (collectively, the “5% Notes”) totaling $750,000 in face amount. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually, and initially matured one-year from the date of issuance. As of March 18, 2024, 5% Notes with face amounts totaling $575,000 have been converted into common stock of the Company. 5% Notes with face amounts totaling $175,000 have matured and are currently in default for non-payment of principal and related accrued interest of $62,611 as of the filing date of this interim report.

On August 11, 2020 we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”). As consideration for the share repurchase, we issued a $50,000 promissory note bearing interest a 6.0% per annum and due one-year from the date of issuance (the “AMP Note”). The AMP Note was subsequently amended to extend the maturity date to March 31, 2023. In the event of default, we are required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. The AMP Note is currently in default for non-payment of the principal amount of $50,000 and related accrued interest of $11,261 as of the filing date of this report.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

Exhibit No.		Description

10.1		Non-Employee Chief Executive Officer Engagement Agreement by and between the Company and Platinum Equity Advisors, LLC (as filed with the Securities and Exchange Commission on Form 10-Q dated March 18, 2024 and incorporated herein by reference)

10.2		Employment Agreement between the Company and Charles B. Lobetti, III (as filed with the Securities and Exchange Commission on Form 10-Q dated March 18, 2024 and incorporated herein by reference)

10.3		Employment Agreement between the Company and Kenneth M. Greenwood (as filed with the Securities and Exchange Commission on Form 10-Q dated March 18, 2024 and incorporated herein by reference)

10.4		Employment Agreement between the Company and Susan A. Reyes, M.D. (as filed with the Securities and Exchange Commission on Form 10-Q dated March 18, 2024 and incorporated herein by reference)

10.5		Non-Employee Chief Strategy Officer Engagement Agreement by and between the Company and Dustin Hillis dated June 15, 2024*

31.1		Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed Herewith

SIGNATURES

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

	Healthcare Integrated Technologies, Inc.

Date: June 20, 2024
	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		President, Chief Executive Officer
		(Principal Executive Officer)

	Healthcare Integrated Technologies, Inc.

Date: June 20, 2024
	By:	/s/ Charles B. Lobetti, III
		Charles B. Lobetti, III
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.5

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott M. Boruff, certify that:

	1.	I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of Healthcare Integrated Technologies, Inc. (the “Registrant”);

	2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

	4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation;

	d)	disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: June 20, 2024	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Charles B. Lobetti, III, certify that:

	1.	I have reviewed this Quarterly Report on Form 10-Q (this “Report”) of Healthcare Integrated Technologies, Inc. (the “Registrant”);

	2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

	4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation;

	d)	disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: June 20, 2024	By:	/s/ Charles B. Lobetti, III
		Charles B. Lobetti, III
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Healthcare Integrated Technologies, Inc. (the “Company”), on Form 10-Q for the period ended April 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Scott M. Boruff, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 20, 2024	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Healthcare Integrated Technologies, Inc. (the “Company”), on Form 10-Q for the period ended April 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Charles B. Lobetti, III, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 20, 2024	By:	/s/ Charles B. Lobetti, III
		Charles B. Lobetti, III
		Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	9 Months Ended
Cover - shares	Apr. 30, 2024	Jun. 20, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--07-31
Entity File Number	001-36564
Entity Registrant Name	Healthcare Integrated Technologies, Inc.
Entity Central Index Key	0001584693
Entity Tax Identification Number	85-1173741
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	311 S. Weisgarber Road
Entity Address, City or Town	Knoxville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37919
City Area Code	(865)
Local Phone Number	237-4448
Title of 12(g) Security	Common Stock, $0.001 par value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		74,468,542

Interim Consolidated Balance Sheets - USD ($)	Apr. 30, 2024	Jul. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 30	$ 411
Accounts receivable, net	14,000
Prepaid expenses	33,022	34,092
Total current assets	47,052	34,503
OTHER ASSETS:
Intangibles, net	702,341	869,432
Total assets	749,393	903,935
CURRENT LIABILITIES:
Payroll related liabilities	339,225	155,143
Total current and total liabilities	1,584,945	1,569,803
STOCKHOLDERS’ DEFICIT:
Common stock par value $0.001; 200,000,000 shares authorized; 73,218,542 and 68,016,167 shares issued and outstanding as of April 30, 2024 and July 31, 2023, respectively	73,219	68,016
Additional paid-in capital	15,302,276	14,878,282
Accumulated deficit	(16,211,047)	(15,612,166)
Total stockholders’ deficit	(835,552)	(665,868)
Total liabilities and stockholders’ deficit	749,393	903,935
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable and accrued expenses	287,179	258,708
Notes payable	225,000	225,000
Related Party [Member]
CURRENT LIABILITIES:
Accounts payable and accrued expenses	342,868	558,883
Notes payable	$ 390,673	$ 372,069

Interim Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2024	Jul. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	73,218,542	68,016,167
Common stock, shares outstanding	73,218,542	68,016,167

Interim Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023
Income Statement [Abstract]
REVENUE, NET	$ 60,283		$ 82,052
OPERATING EXPENSES:
Selling, general and administrative	128,082	161,161	370,236	487,776
Stock-based compensation	78,361	92,843	104,196	243,005
Amortization of intangibles	55,697	1,610	167,091	13,475
Total operating expenses	262,140	255,614	641,523	744,256
OPERATING LOSS	(201,857)	(255,614)	(559,471)	(744,256)
OTHER INCOME (EXPENSE):
Interest expense	(13,361)	(118,930)	(39,410)	(351,648)
Change in fair value of derivative liability		128,014		(11,617)
Total other income (expense)	(13,361)	9,084	(39,410)	(363,265)
NET LOSS	$ (215,218)	$ (246,530)	$ (598,881)	$ (1,107,521)
NET LOSS PER COMMON SHARE
Net loss per common share - basic		$ (0.01)	$ (0.01)	$ (0.03)
Net loss per common share - diluted		$ (0.01)	$ (0.01)	$ (0.03)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Weighted average number of common shares outstanding - basic	71,481,879	43,697,382	69,320,088	43,121,977
Weighted average number of common shares outstanding - diluted	71,481,879	43,697,382	69,320,088	43,121,977

Interim Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances at Jul. 31, 2022	$ 42,305	$ 11,839,645	$ (14,309,708)	$ (2,427,758)
Balance, shares at Jul. 31, 2022	42,304,673
Net loss			(860,991)	(860,991)
Shares issued for services	$ 250			13,750
Shares issued for services, shares	250,000
Stock-based compensation	$ 154	189,323		189,477
Stock-based compensation, shares	154,662
Activity	$ 525	263,065	(860,991)	(597,401)
Activity, shares	525,388
Shares issued for the conversion of debt and related accrued interest	$ 121	60,242		60,363
Shares issued for the conversion of debt and related accrued interest, shares	120,726
Balances at Jan. 31, 2023	$ 47,482	12,738,049	(15,417,229)	(2,631,698)
Balance, shares at Jan. 31, 2023	47,482,384
Balances at Jul. 31, 2022	$ 42,305	11,839,645	(14,309,708)	(2,427,758)
Balance, shares at Jul. 31, 2022	42,304,673
Net loss				(1,107,521)
Balances at Apr. 30, 2023	$ 47,482	12,738,049	(15,417,229)	(2,631,698)
Balance, shares at Apr. 30, 2023	47,482,384
Balances at Jul. 31, 2022	$ 42,305	11,839,645	(14,309,708)	(2,427,758)
Balance, shares at Jul. 31, 2022	42,304,673
Net loss				$ (1,302,458)
Shares issued for cash, shares	3,000,000			25,711,494
Shares issued for services, shares	450,000
Balances at Jul. 31, 2023	$ 68,016	14,878,282	(15,612,166)	$ (665,868)
Balance, shares at Jul. 31, 2023	68,016,167
Balances at Jan. 31, 2023	$ 47,482	12,738,049	(15,417,229)	(2,631,698)
Balance, shares at Jan. 31, 2023	47,482,384
Net loss			(246,530)	(246,530)
Shares issued for cash	$ 3,000	297,000		300,000
Shares issued for cash, shares	3,000,000
Shares issued for services	$ 200	14,800		15,000
Shares issued for services, shares	200,000
Stock-based compensation	$ 198	97,570		97,768
Stock-based compensation, shares	197,877
Activity	$ 4,652	635,339	(246,530)	393,461
Activity, shares	4,652,323
Shares issued for the conversion of debt and related accrued interest	$ 254	126,969		127,223
Shares issued for the conversion of debt and related accrued interest, shares	254,446
Shares issued for note amendment fees	$ 1,000	99,000		100,000
Shares issued for note amendment fees, shares	1,000,000
Balances at Apr. 30, 2023	$ 47,482	12,738,049	(15,417,229)	(2,631,698)
Balance, shares at Apr. 30, 2023	47,482,384
Balances at Jul. 31, 2023	$ 68,016	14,878,282	(15,612,166)	(665,868)
Balance, shares at Jul. 31, 2023	68,016,167
Net loss			(383,663)	(383,663)
Shares issued for cash	$ 1,000	99,000		100,000
Shares issued for cash, shares	1,000,000
Shares issued for services	$ 1,100	(1,100)
Shares issued for services, shares	1,100,000
Issuance of shares for loan modification	$ 327	(327)
Issuance of shares for loan modification , shares	326,813
Stock-based compensation	$ 282	25,553		25,835
Stock-based compensation, shares	282,031
Activity	$ 2,709	123,126	(383,663)	(257,828)
Activity, shares	2,708,844
Balances at Jan. 31, 2024	$ 73,219	15,302,276	(16,211,047)	(835,553)
Balance, shares at Jan. 31, 2024	73,218,542
Balances at Jul. 31, 2023	$ 68,016	14,878,282	(15,612,166)	(665,868)
Balance, shares at Jul. 31, 2023	68,016,167
Net loss				(598,881)
Shares issued for cash, shares	3,250,000
Shares issued for services, shares	1,100,000
Balances at Apr. 30, 2024	$ 73,219	15,302,276	(16,211,047)	(835,552)
Balance, shares at Apr. 30, 2024	73,218,542
Balances at Jan. 31, 2024	$ 73,219	15,302,276	(16,211,047)	(835,553)
Balance, shares at Jan. 31, 2024	73,218,542
Net loss			(215,218)	(215,218)
Shares issued for cash	$ 2,250	222,750		225,000
Shares issued for cash, shares	2,250,000
Issuance of shares for loan modification	$ 244	(244)
Issuance of shares for loan modification , shares	243,531
Stock-based compensation		78,362		78,362
Activity	$ 2,494	300,867	(215,218)	88,144
Activity, shares	2,493,531
Balances at Apr. 30, 2024	$ 73,219	$ 15,302,276	$ (16,211,047)	$ (835,552)
Balance, shares at Apr. 30, 2024	73,218,542

Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Jan. 31, 2024	Jan. 31, 2023	Apr. 30, 2024	Apr. 30, 2023	Jul. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (215,218)	$ (246,530)	$ (383,663)	$ (860,991)	$ (598,881)	$ (1,107,521)	$ (1,302,458)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization	55,697	1,610			167,091	13,475
Stock-based compensation	78,361	92,843			104,196	243,005
Shares issued for services						15,000
Shares issued for note amendment fees						100,000
Amortization of debt discount						194,394
Change in fair value of derivative liability		(128,014)				11,617
Changes in operating assets and liabilities:
Accounts receivable, net					(14,000)
Prepaid expenses and other current assets					1,070	2,561
Accounts payable and accrued expenses					28,471	77,527
Accounts payable and accrued expenses, related party					(70,381)	242,550
Payroll related liabilities					184,082	129,827
NET CASH USED BY OPERATING ACTIVITIES					(198,352)	(77,565)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for intangible assets						(22,388)
NET CASH USED BY INVESTING ACTIVITIES						(22,388)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock					325,000	300,000
Repayment of short-term debt						(150,000)
Proceeds from related party loans					72,030	94,401
Payments of amounts owed to related parties					(199,059)	(63,161)
NET CASH PROVIDED BY FINANCING ACTIVITIES					197,971	181,240
Net change in cash and cash equivalents					(381)	81,287
Cash and cash equivalents, beginning of period			$ 411	$ 1,051	411	1,051	1,051
Cash and cash equivalents, end of period	$ 30	$ 82,338			30	82,338	$ 411
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest						30,000
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures included in payroll related liabilities						82,998
Capital expenditures from stock-based compensation						57,991
Shares issued for payment of convertible debt						150,000
Shares issued for payment of accrued expenses						$ 37,586

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Consolidation Policy

Business Combinations

Risk and Uncertainties

Use of Estimates

Reclassifications

Certain prior period amounts may be reclassified to conform to current period presentation with no changes to previously reported net loss or stockholders’ deficit.

Cash and Cash Equivalents

Accounts Receivable

Concentration of Credit Risk

Fair Value of Financial Instruments

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Property and Equipment

Intangible Assets

Impairment of Long-Lived Assets

Derivative Liability

We had no derivative assets or liabilities as of April 30, 2024 and July 31, 2023.

Related Parties

Revenue Recognition

Contract Liabilities

Contract Combination

Advertising and Marketing

Stock-Based Compensation

Income Taxes

Net Loss Per Common Share

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

GOING CONCERN

9 Months Ended

Apr. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 - GOING CONCERN

INTANGIBLES, NET

9 Months Ended

Apr. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES, NET

NOTE 3 - INTANGIBLES, NET

Intangibles, net consisted of the following at April 30, 2024 and July 31, 2023:

SCHEDULE OF INTANGIBLES ASSET

	April 30, 2024			July 31, 2023
Developed Software		627,440			627,440
Patents		258,422			258,422
Website		8,785			8,785
Intangibles, gross		8,785			8,785
Less: accumulated amortization		(192,306	)		(25,215	)
Total intangibles, net	$	702,341		$	869,432


2024	$	55,697
2025		222,788
2026		222,788
2027		13,641
2028		13,641
Thereafter		173,786
Total remaining expected amortization expense	$	702,341

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Apr. 30, 2024

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at April 30, 2024 and July 31, 2023:

	April 30, 2024		July 31, 2023
Accounts payable	$	209,227	$	197,234
Accrued expenses		5,800		-
Accrued interest expense		72,152		61,474
Accounts payable and accrued expenses		287,179		258,708

Accounts payable, related party		201,790		328,819
Accrued expenses, related party		141,078		230,064
Accounts payable and accrued expenses, related party		342,868		558,883

Total accounts payable and accrued expenses	$	630,047	$	817,591

PAYROLL RELATED LIABILITIES

9 Months Ended

Apr. 30, 2024

Other Liabilities Disclosure [Abstract]

PAYROLL RELATED LIABILITIES

NOTE 5 - PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at April 30, 2024 and July 31, 2023:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	April 30, 2024		July 31, 2023
Accrued officers’ payroll	$	327,155	$	143,073
Payroll taxes payable		12,070		12,070
Total payroll related liabilities	$	339,225	$	155,143

NOTE PAYABLE, RELATED PARTY

9 Months Ended

Apr. 30, 2024

Note Payable Related Party

NOTE PAYABLE, RELATED PARTY

NOTE 6 - NOTE PAYABLE, RELATED PARTY

Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Charman of our Board of Directors.

NOTES PAYABLE

9 Months Ended

Apr. 30, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 7 - NOTES PAYABLE

We had the following debt obligations reflected at their respective carrying values on our interim consolidated balance sheets as of April 30, 2024 and July 31, 2023:

SCHEDULE OF DEBT OBLIGATIONS

	April 30, 2024		July 31, 2023
5% Convertible promissory notes	$	175,000	$	175,000
Note payable to Acorn Management Partners, LLC		50,000		50,000
Notes payable	$	225,000	$	225,000

5% Convertible Promissory Notes

	●	At the option of the holder, the outstanding principal amount of the note, and any accrued but unpaid interest due, may be converted into the Company’s common stock at any time prior to the maturity date of the note.

	●	The outstanding principal amount of the note, and any accrued but unpaid interest due, will automatically be converted into the Company’s common stock if at any time prior to the maturity date of the note, the Company concludes a sale of equity securities in a private offering resulting in gross proceeds to the Company of at least $1,000,000.

Note Payable to Acorn Management Partners, LLC

COMMON STOCK

9 Months Ended

Apr. 30, 2024

Equity [Abstract]

COMMON STOCK

NOTE 8 - COMMON STOCK

STOCK-BASED COMPENSATION

9 Months Ended

Apr. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 9 - STOCK-BASED COMPENSATION

Summary of Stock Options and Warrants

The following table summarizes our options and warrant activity for the nine months ended April 30, 2024 and fiscal year ended July 31, 2023:

	April 30, 2024					July 31, 2023
	Number of Options and Warrants			Weighted Average Exercise Price		Number of Options and Warrants			Weighted Average Exercise Price
Balance at beginning of year		6,350,000		$	0.24		8,850,000		$	1.02
Granted		1,250,000			0.07		-			-
Canceled		(1,250,000	)		0.23		-			-
Expired		-			-		(2,500,000	)		3.00
Balance at end of period		6,350,000		$	0.21		6,350,000		$	0.24
Options and warrants exercisable		6,350,000		$	0.21		6,066,666		$	0.23

Summary of Restricted Stock Grants

The following table summarizes our restricted stock activity for the nine months ended April 30, 2024 and fiscal year ended July 31, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	April 30, 2024			July 31, 2023
Balance at beginning of period		2,282,031			100,000
Granted		1,300,000			2,846,093
Released		(1,382,031	)		(664,062	)
Balance at end of period		2,200,000			2,282,031

RELATED PARTY TRANSACTIONS

9 Months Ended

Apr. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 10 - RELATED PARTY TRANSACTIONS

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Apr. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Litigation

Employment and Consulting Agreements

SUBSEQUENT EVENTS

9 Months Ended

Apr. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Apr. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	*Basis of Presentation* The accompanying interim consolidated financial statements include those of Healthcare Integrated Technologies, Inc. and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying interim consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to fairly present the financial position of the Company as of April 30, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended April 30, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023 filed with the SEC on November 13, 2023.
Consolidation Policy	*Consolidation Policy* Our consolidated financial statements are consolidated in accordance with U.S. GAAP and include our accounts and the accounts of our wholly owned subsidiaries. We eliminate all intercompany transactions from our financial results.
Business Combinations	*Business Combinations* We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves several estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition.
Risk and Uncertainties	*Risk and Uncertainties* Factors that could affect our future operating results and cause actual results to vary materially from management’s expectation include, but are not limited to: our ability to maintain and secure adequate capital to fund our operations and fully develop our product(s); our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows.
Use of Estimates	*Use of Estimates* The preparation of consolidated financial statements in conformity with U.S. GAAP 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 and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates.
Reclassifications	*Reclassifications* Certain prior period amounts may be reclassified to conform to current period presentation with no changes to previously reported net loss or stockholders’ deficit.
Cash and Cash Equivalents	*Cash and Cash Equivalents* We consider all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. No loss has been experienced and management does not believe we are exposed to any significant credit risk.
Accounts Receivable	*Accounts Receivable* Accounts receivable are stated at their historical carrying amount net of write-offs and allowance for uncollectible accounts. The Company has not charged interest on its accounts receivable. We routinely assess the recoverability of all customer and other receivables to determine their collectability based upon known bad debt risks and past loss history, customer payment practices and economic conditions and, if necessary, will record a reserve when, based on the judgement of management, it is probable that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we will charge uncollectable accounts receivable against the reserve. The Company recognized no bad debt expense, write-offs, or recoveries for the nine months ended April 30, 2024 and 2023.
Concentration of Credit Risk	*Concentration of Credit Risk* Financial instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances exceed the amount insured by the FDIC, which is $250,000. One (1) customer accounted for 100% of our consolidated accounts receivable at April 30, 2024 and 100% of our consolidated revenue for the nine months ended April 30, 2024.
Fair Value of Financial Instruments	*Fair Value of Financial Instruments* Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.
Property and Equipment	*Property and Equipment* Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the interim consolidated statements of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years.
Intangible Assets	*Intangible Assets* Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized over their expected useful life on a straight-line basis. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If the estimate of an intangible asset’s remaining life is changed, the remaining carrying value of the intangible asset is amortized prospectively over the revised remaining useful life. We did not recognize any impairment losses during any of the periods presented.
Impairment of Long-Lived Assets	*Impairment of Long-Lived Assets* Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually, or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented.
Derivative Liability	*Derivative Liability* Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging,” (paragraph 815-10-05-4 and Section 815-40-25). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB ASC (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative liability at each balance sheet date. We record the change in the fair value of the derivative liability as other income or expense in the consolidated statements of operations. We had no derivative assets or liabilities as of April 30, 2024 and July 31, 2023.
Related Parties	*Related Parties* The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Revenue Recognition	*Revenue Recognition* The Company’s revenue recognition policy is to recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. The agreements are generally non-cancellable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.
Contract Liabilities	*Contract Liabilities* The Company receives payments from customers based upon contractual billing schedules. Contract liabilities include payments received in advance of performance under the contract. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Our contract assets and liabilities are reported on an individual contract basis at the end of each reporting period. Contract liabilities are classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company expects to recognize all outstanding contract liabilities over the next 12 months.
Contract Combination	*Contract Combination* The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company applied the revenue model to a portfolio of contracts with similar characteristics where we expected that the financial statements would not differ materially from applying it to the individual contracts within that portfolio.
Advertising and Marketing	*Advertising and Marketing* Advertising and marketing costs are expensed as incurred in accordance with ASC 720-35, “Advertising Costs.” We incurred advertising and marketing costs of $5,864 and $5,418 for the nine months ended April 30, 2024 and 2023, respectively, which are included in selling, general and administrative expenses on the interim consolidated financial statements.
Stock-Based Compensation	*Stock-Based Compensation* The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718. Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expense is included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the interim consolidated statements of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid-in capital. The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are expected to vest. See Note 9 - Stock-Based Compensation.
Income Taxes	*Income Taxes* We use the asset and liability method of accounting for income taxes in accordance with Topic 740, “Income Taxes”. Under this method, income tax expense is recognized for the amount of: (1) taxes payable or refundable for the current year and (2) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Net Loss Per Common Share	*Net Loss Per Common Share* We determine basic loss per share and diluted loss per share in accordance with the provisions of ASC 260, “Earnings Per Share.” Basic loss per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. The calculation of diluted income loss per share is similar to that of basic earnings per share, except the denominator is increased, if the earnings are positive, to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been exercised.
Recently Adopted Accounting Pronouncements	*Recently Adopted Accounting Pronouncements* On August 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminates the existing troubled debt restructuring recognition and measurement guidance, and instead aligns the accounting treatment to that of other loan modifications. The amendments enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. ASU 2022-02 also requires that entities disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these interim consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the interim consolidated financial statements of the Company.

INTANGIBLES, NET (Tables)

9 Months Ended

Apr. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLES ASSET

Intangibles, net consisted of the following at April 30, 2024 and July 31, 2023:

SCHEDULE OF INTANGIBLES ASSET

	April 30, 2024			July 31, 2023
Developed Software		627,440			627,440
Patents		258,422			258,422
Website		8,785			8,785
Intangibles, gross		8,785			8,785
Less: accumulated amortization		(192,306	)		(25,215	)
Total intangibles, net	$	702,341		$	869,432

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE


2024	$	55,697
2025		222,788
2026		222,788
2027		13,641
2028		13,641
Thereafter		173,786
Total remaining expected amortization expense	$	702,341

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Apr. 30, 2024

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at April 30, 2024 and July 31, 2023:

	April 30, 2024		July 31, 2023
Accounts payable	$	209,227	$	197,234
Accrued expenses		5,800		-
Accrued interest expense		72,152		61,474
Accounts payable and accrued expenses		287,179		258,708

Accounts payable, related party		201,790		328,819
Accrued expenses, related party		141,078		230,064
Accounts payable and accrued expenses, related party		342,868		558,883

Total accounts payable and accrued expenses	$	630,047	$	817,591

PAYROLL RELATED LIABILITIES (Tables)

9 Months Ended

Apr. 30, 2024

Other Liabilities Disclosure [Abstract]

SCHEDULE OF PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at April 30, 2024 and July 31, 2023:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	April 30, 2024		July 31, 2023
Accrued officers’ payroll	$	327,155	$	143,073
Payroll taxes payable		12,070		12,070
Total payroll related liabilities	$	339,225	$	155,143

NOTES PAYABLE (Tables)

9 Months Ended

Apr. 30, 2024

Debt Disclosure [Abstract]

SCHEDULE OF DEBT OBLIGATIONS

We had the following debt obligations reflected at their respective carrying values on our interim consolidated balance sheets as of April 30, 2024 and July 31, 2023:

SCHEDULE OF DEBT OBLIGATIONS

	April 30, 2024		July 31, 2023
5% Convertible promissory notes	$	175,000	$	175,000
Note payable to Acorn Management Partners, LLC		50,000		50,000
Notes payable	$	225,000	$	225,000

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Apr. 30, 2024

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY

The following table summarizes our options and warrant activity for the nine months ended April 30, 2024 and fiscal year ended July 31, 2023:

	April 30, 2024					July 31, 2023
	Number of Options and Warrants			Weighted Average Exercise Price		Number of Options and Warrants			Weighted Average Exercise Price
Balance at beginning of year		6,350,000		$	0.24		8,850,000		$	1.02
Granted		1,250,000			0.07		-			-
Canceled		(1,250,000	)		0.23		-			-
Expired		-			-		(2,500,000	)		3.00
Balance at end of period		6,350,000		$	0.21		6,350,000		$	0.24
Options and warrants exercisable		6,350,000		$	0.21		6,066,666		$	0.23

SCHEDULE OF RESTRICTED STOCK ACTIVITY

The following table summarizes our restricted stock activity for the nine months ended April 30, 2024 and fiscal year ended July 31, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	April 30, 2024			July 31, 2023
Balance at beginning of period		2,282,031			100,000
Granted		1,300,000			2,846,093
Released		(1,382,031	)		(664,062	)
Balance at end of period		2,200,000			2,282,031

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Apr. 30, 2024	Apr. 30, 2023	Jul. 31, 2023
Product Information [Line Items]
Bad debt expense	$ 0	$ 0
Cash FDIC insured amount	250,000
Derivative liabilities	0		$ 0
Advertising costs	$ 5,864	$ 5,418
Minimum [Member]
Product Information [Line Items]
Estimated useful life	5 years
Maximum [Member]
Product Information [Line Items]
Estimated useful life	7 years
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Product Information [Line Items]
Concentration risk percentage	100.00%
Revenues [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Product Information [Line Items]
Concentration risk percentage	100.00%

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Apr. 30, 2024	Apr. 30, 2023	Jan. 31, 2024	Jan. 31, 2023	Apr. 30, 2024	Apr. 30, 2023	Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 215,218	$ 246,530	$ 383,663	$ 860,991	$ 598,881	$ 1,107,521	$ 1,302,458

SCHEDULE OF INTANGIBLES ASSET (Details) - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (192,306)	$ (25,215)
Total intangibles, net	702,341	869,432
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	627,440	627,440
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	258,422	258,422
Website [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 8,785	$ 8,785

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details)	Apr. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 55,697
2025	222,788
2026	222,788
2027	13,641
2028	13,641
Thereafter	173,786
Total remaining expected amortization expense	$ 702,341

INTANGIBLES, NET (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
INTANGIBLES, NET (Details Narrative) - USD ($)	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 55,697	$ 1,610	$ 167,091	$ 13,475
Intangible asset, weighted average useful life			7 years
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset, useful life	2 years		2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset, useful life	20 years		20 years
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense				$ 8,279

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Total accounts payable and accrued expenses	$ 630,047	$ 817,591
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	209,227	197,234
Accrued expenses	5,800
Accrued interest expense	72,152	61,474
Accounts payable and accrued expenses	287,179	258,708
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	201,790	328,819
Accrued expenses	141,078	230,064
Accounts payable and accrued expenses	$ 342,868	$ 558,883

SCHEDULE OF PAYROLL RELATED LIABILITIES (Details) - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued officers’ payroll	$ 327,155	$ 143,073
Payroll taxes payable	12,070	12,070
Total payroll related liabilities	$ 339,225	$ 155,143

NOTE PAYABLE, RELATED PARTY (Details Narrative) - USD ($)	Dec. 12, 2023	Jun. 12, 2023	Apr. 30, 2024	Aug. 01, 2023
Platinum Equity Advisors LLC [Member]
Defined Benefit Plan Disclosure [Line Items]
Ownership percentage	100.00%			100.00%
Platinum Equity Advisors LLC [Member]
Defined Benefit Plan Disclosure [Line Items]
Promissory note principal amount	$ 390,673	$ 372,069	$ 390,673
Interest rate	10.00%	10.00%
Accrued interest	$ 19,534	$ 18,604	$ 15,193
Maturity date	Jun. 12, 2024	Dec. 12, 2023

SCHEDULE OF DEBT OBLIGATIONS (Details) - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Short-Term Debt [Line Items]
Notes payable	$ 225,000	$ 225,000
Acorn Management Partners LLC [Member]
Short-Term Debt [Line Items]
Notes payable	50,000	50,000
5% Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Notes payable	$ 175,000	$ 175,000

NOTES PAYABLE (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended	12 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Aug. 11, 2020	Mar. 31, 2018	Apr. 30, 2024	Jul. 31, 2023
Acorn Management Partners LLC [Member]
Short-Term Debt [Line Items]
Debt interest rate	6.00%
Unpaid interest			$ 11,169	$ 8,919
Stock repurchased during period, shares	1,000,000
Stock repurchased during period, value	$ 50,000
Debt instrument, term	1 year
5% Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Proceeds from convertible debt		$ 750,000
Debt interest rate		5.00%	5.00%	5.00%
Maturity description		matured one-year from the date of issuance.
Unpaid interest			$ 60,982	$ 52,555
Conversion, description		The 5% Notes are convertible into common shares of the Company at a fixed ratio of two shares of common stock per dollar amount of the face value of the note.
Debt instrument, description		The outstanding principal amount of the note, and any accrued but unpaid interest due, will automatically be converted into the Company’s common stock if at any time prior to the maturity date of the note, the Company concludes a sale of equity securities in a private offering resulting in gross proceeds to the Company of at least $1,000,000.
Debt instrument, face amount				150,000
Accrued interest expense				$ 37,586
5% Convertible Promissory Notes [Member] \| Debt Default [Member]
Short-Term Debt [Line Items]
Debt interest rate			5.00%
Debt instrument, face amount			$ 175,000
Accrued interest expense			$ 60,982

COMMON STOCK (Details Narrative) - USD ($)											3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	Apr. 16, 2024	Mar. 22, 2024	Mar. 07, 2024	Feb. 09, 2024	Jan. 31, 2024	Dec. 08, 2023	Nov. 01, 2023	Oct. 19, 2023	Aug. 01, 2023	Aug. 26, 2022	Apr. 30, 2024	Apr. 30, 2023	Jan. 31, 2024	Jan. 31, 2023	Apr. 30, 2024	Jul. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding											73,218,542				73,218,542	68,016,167
Private placement of shares																25,711,494
Restricted stock award, shares										846,093
Shares issued, price per share										$ 0.0135
Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares							70,508		211,523
Shares issued, price per share							$ 0.0135		$ 0.0135
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares							100,000	500,000
Shares issued, price per share							$ 0.024	$ 0.033
Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares															846,093
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares											2,250,000	3,000,000	1,000,000		3,250,000	3,000,000
Shares issued during the period for services												200,000	1,100,000	250,000	1,100,000	450,000
Modification fee, shares	243,531					326,813					243,531		326,813
Stock issued for conversion of debt																375,172
Shares issued, price per share	$ 0.0665					$ 0.0665
Common Stock [Member] \| Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares		1,000,000	1,000,000	250,000	1,000,000
Shares issued, price per share		$ 0.10	$ 0.10	$ 0.10	$ 0.10								$ 0.10
Proceeds from issuance of private placement		$ 100,000	$ 100,000	$ 25,000	$ 100,000
Common Stock [Member] \| Notes Payable Other Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares																1,500,000
Common Stock [Member] \| Vesting of Stock Grant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Modification fee, shares															570,344
Restricted stock award, shares															282,031	664,062
Common Stock [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares																19,722,260

SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY (Details) - Stock Options and Warrants [Member] - $ / shares	9 Months Ended	12 Months Ended
	Apr. 30, 2024	Jul. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options and warrants, beginning balance	6,350,000	8,850,000
Weighted average exercise price, beginning balance	$ 0.24	$ 1.02
Number of shares, options and warrants granted	1,250,000
Weighted average exercise price, granted	$ 0.07
Number of shares, options and warrants canceled	(1,250,000)
Weighted average exercise price, canceled	$ 0.23
Number of shares, options and warrants expired		(2,500,000)
Weighted average exercise price, expired		$ 3.00
Number of options and warrants, ending balance	6,350,000	6,350,000
Weighted average exercise price, ending balance	$ 0.21	$ 0.24
Number of options and warrants exercisable, ending balance	6,350,000	6,066,666
Weighted average exercise price, exercisable, ending balance	$ 0.21	$ 0.23

SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - shares	9 Months Ended	12 Months Ended
	Apr. 30, 2024	Jul. 31, 2023
Share-Based Payment Arrangement [Abstract]
Balance at beginning of period	2,282,031	100,000
Granted	1,300,000	2,846,093
Released	(1,382,031)	(664,062)
Balance at end of period	2,200,000	2,282,031

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023	Jul. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 78,361	$ 92,843	$ 104,196	$ 243,005
Restricted stock options, fair value			1,300,000		2,846,093
Stock Options and Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense			$ 76,482	189,869
Net of capitalized expense				$ 57,991
Fair value of stock options and warrants, grant			69,776	0
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense			$ 27,714	$ 39,386
Restricted stock options, fair value			33,805	76,422

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 12, 2023	Jun. 12, 2023	Apr. 30, 2024	Aug. 01, 2023	Jul. 31, 2023
Contract CEO Agreement [Member] \| Platinum Equity Advisors LLC [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued liabilities			$ 125,886		$ 225,000
Platinum Equity Advisors LLC [Member]
Related Party Transaction [Line Items]
Ownership percentage	100.00%			100.00%
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable related parties, current			201,790		328,819
Accounts payable and accrued liabilities			342,868		$ 558,883
Platinum Equity Advisors LLC [Member]
Related Party Transaction [Line Items]
Promissory note principal amount	$ 390,673	$ 372,069	390,673
Maturity date	Jun. 12, 2024	Dec. 12, 2023
Accrued unpaid interest	$ 19,534	$ 18,604	$ 15,193

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Apr. 18, 2024	Jan. 31, 2024	Sep. 18, 2023
Litigation	$ 4,705,900		$ 4,705,900
Scott M. Boruff [Member] \| Contract CEO Agreement [Member]
Base salary description		we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEO’s time, attention, skill and best efforts to the Company. At the discretion of the Board of Directors, the base fee may be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEO’s time commitment to the Company. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards and other benefits as approved by the Board of Directors.
Annual base salary		$ 102,000
Annual maximum salary		$ 306,000
Mr Lobetti [Member] \| Employment Agreement [Member]
Base salary description		in connection with the appointment of Charles B. Lobetti, III as Chief Financial Officer of the Company, the Company and Mr. Lobetti entered into an employment agreement (the “Lobetti Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Mr. Lobetti a base salary at the rate of $102,000 per annum. The initial base salary is intended to compensate Mr. Lobetti for a devotion of up to forty percent (40%) of his time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $255,000 to better reflect the value of any future increases in Mr. Lobetti’s time commitment to the Company. In the event Mr. Lobetti’s employment with the Company is terminated without cause, Mr. Lobetti shall be entitled to a severance payment equal to his currently in effect base salary for one (1) full year. If Mr. Lobetti is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Lobetti shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Lobetti is eligible for equity awards and other benefits as approved by the Board of Directors.
Annual base salary		$ 102,000
Annual maximum salary		$ 255,000
Mr Greenwood [Member] \| Employment Agreement [Member]
Base salary description		in connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the “Greenwood Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Mr. Greenwood a base salary at the rate of $102,000 per annum. The initial base salary is intended to compensate Mr. Greenwood for a devotion of up to forty percent (40%) of his time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $255,000 to better reflect the value of any future increases in Mr. Greenwood’s time commitment to the Company. In the event Mr. Greenwood’s employment with the Company is terminated without cause, Mr. Greenwood shall be entitled to a severance payment equal to his currently in effect base salary for one (1) full year. If Mr. Greenwood is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Greenwood shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Greenwood is eligible for equity awards and other benefits as approved by the Board of Directors.
Annual base salary		$ 102,000
Annual maximum salary		$ 255,000
Dr Reyes [Member] \| Employment Agreement [Member]
Base salary description		in connection with the appointment of Susan A. Reyes, MD as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the “Reyes Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Dr. Reyes a base salary at the rate of $24,000 per annum. The initial base salary is intended to compensate Dr. Reyes for a fractional devotion of her time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $92,000 to better reflect the value of any future increases in Dr. Reyes’ time commitment to the Company. In the event Dr. Reyes’ employment with the Company is terminated without cause, Dr. Reyes shall be entitled to a severance payment equal to her currently in effect base salary for one (1) full year. If Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary she is then earning. In addition, Dr. Reyes is eligible for equity awards and other benefits as approved by the Board of Directors.
Annual base salary		$ 24,000
Annual maximum salary		$ 92,000

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jun. 15, 2024	Jul. 31, 2023
Subsequent Event [Line Items]
Grant shares		25,711,494
Subsequent Event [Member]
Subsequent Event [Line Items]
Term years	we entered into a Non-Employee Chief Strategy Officer Engagement Agreement (the “Contract CSO Agreement”) with Ryan Hillis to provide the services of Chief Strategy Officer to the Company for a term of three (3) years.
Annual base fee	$ 100,000
Grant shares	1,000,000

Healthcare Integrated Te... (PK) (USOTC:HITC)
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