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 October 31, 2023

☐ 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.)

1462 Rudder Lane

Knoxville, TN 37919

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (865) 719-8160

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 December 20, 2023, there were 69,725,011 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.	11
Item 4. Controls and Procedures.	11
PART II – OTHER INFORMATION	12
Item 1. Legal Proceedings.	12
Item 1A. Risk Factors.	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3. Defaults Upon Senior Securities.	12
Item 4. Mine Safety Disclosures.	12
Item 5. Other Information.	12
Item 6. Exhibits.	13
SIGNATURES	14

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 also are 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 October 31, 2023

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

	October 31, 2023			July 31, 2023
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	131		$	411
Prepaid expenses		39,437			34,092
Total current assets		39,568			34,503

OTHER ASSETS:
Intangibles, net		813,735			869,432
Total assets	$	853,303		$	903,935

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	305,638		$	258,708
Accounts payable and accrued expenses, related party		596,455			558,883
Accounts payable and accrued expenses		596,455			558,883
Contract liabilities		10,061			-
Payroll related liabilities		216,506			155,143
Note payable, related party		372,069			372,069
Notes payable		225,000			225,000
Total current and total liabilities		1,725,729			1,569,803

STOCKHOLDERS’ DEFICIT:
Common stock par value $0.001; 200,000,000 shares authorized; 69,227,690 and 68,016,167 shares issued and outstanding as of October 31, 2023 and July 31, 2023, respectively		69,228			68,016
Additional paid-in capital		14,899,012			14,878,282
Accumulated deficit		(15,840,666	)		(15,612,166	)
Total stockholders’ deficit		(872,426	)		(665,868	)
Total liabilities and stockholders’ deficit	$	853,303		$	903,935

See accompanying notes to the interim consolidated financial statements.

F-2

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022
	For the Three Months Ended October 31,
	2023			2022

OPERATING EXPENSES:
Selling, general and administrative	$	138,017		$	160,324
Stock-based compensation		21,942			71,069
Amortization		55,697			2,088
Total operating expense		215,656			233,481

OPERATING LOSS		(215,656	)		(233,481	)

OTHER EXPENSE:
Interest expense		(12,844	)		(112,886	)
Change in fair value of derivative liability		-			(296,525	)
Total other expense		(12,844	)		(409,411	)

NET LOSS	$	(228,500	)	$	(642,892	)

NET LOSS PER COMMON SHARE
Basic and diluted	$	-		$	(0.02	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		68,189,433			42,304,673

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			Subscribed		Deficit			Deficit
	Three Months Ended October 31, 2023
	Common Stock				Additional Paid-In			Common Stock		Accumulated			Total Stockholders’
	Shares		Amount		Capital			Subscribed		Deficit			Deficit

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

Net loss		-		-		-			-		(228,500	)		(228,500	)
Shares issued for services		1,000,000		1,000		(1,000	)		-					-
Stock-based compensation		211,523		212		21,730			-					21,942

Balances at October 31, 2023		69,227,690	$	69,228	$	14,899,012		$	-	$	(15,840,666	)	$	(872,426	)

	Three Months Ended October 31, 2022
	Common Stock				Additional Paid-In		Common Stock		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Subscribed		Deficit			Deficit

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

Net loss		-		-		-		-		(642,892	)		(642,892	)
Stock-based compensation						90,728							90,728

Balances at October 31, 2022		42,034,673	$	42,035	$	11,930,373	$	-	$	(14,952,600	)	$	(2,979,922	)
Balance		42,034,673	$	42,035	$	11,930,373	$	-	$	(14,952,600	)	$	(2,979,922	)

See accompanying notes to the interim consolidated financial statements.

F-4

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2023			2022
	For the Three Months Ended October 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(228,500	)	$	(642,892	)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization		55,697			2,088
Stock-based compensation		21,942			71,069
Cash received from deferred revenue		10,061
Amortization of debt discount		-			97,198
Change in fair value of derivative liability		-			296,525
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(5,345	)		1,277
Accounts payable and accrued expenses		46,931			33,174
Accounts payable and accrued expenses, related party		34,802			80,850
Payroll related liabilities		61,363			43,274
NET CASH USED BY OPERATING ACTIVITIES		(3,049	)		(17,438	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for intangible assets		-			(3,694	)
NET CASH USED BY INVESTING ACTIVITIES		-			(3,694	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		12,769			20,100
Payments of amounts owed to related parties		(10,000	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,769			20,100

Net change in cash and cash equivalents		(280	)		(1,032	)

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

Cash and cash equivalents, end of period	$	131		$	19

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	-		$	10,000

SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures included in payroll related liabilities				$	27,667
Capital expenditures from stock-based compensation				$	19,658

See accompanying notes to the interim consolidated financial statements.

F-5

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2023

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 October 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended October 31, 2023 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. We routinely assess the recoverability of all customer and other receivables to determine their collectability and record a reserve when, based on the judgement of management, it is probably that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we charge uncollectable accounts receivable against the reserve.

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.

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.

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.

F-8

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 October 31, 2023 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. The Company’s revenue recognition policies remained unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.

F-9

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 $2,668 and $3,793 for the three months ended October 31, 2023 and 2022, 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.

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.

F-10

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 $228,500 for the three months ended October 31, 2023 and $1,302,458 for its most recent fiscal year ended July 31, 2023. As of October 31, 2023, the Company has minimal cash and 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.

In view of these matters, our ability to continue as a going concern is dependent upon the 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 October 31, 2023 and July 31, 2023:

SCHEDULE OF INTANGIBLES ASSET

	October 31, 2023			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		(80,911	)		(25,215	)
Total intangibles, net	$	813,735		$	869,432

Amortization expense for the three months ended October 31, 2023 and 2022 was $55,697 and $2,088, respectively.

Intangibles are amortized over their estimated useful lives of two (2) to twenty (20) years. As of October 31, 2023, 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	$	167,091
2025		222,788
2026		222,788
2027		13,641
2028		13,641
Thereafter		173,786
Total expected amortization expense	$	813,735

F-11

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at October 31, 2023 and July 31, 2023:

	October 31, 2023		July 31, 2023
Accounts payable	$	240,623	$	197,234
Accrued interest expense		65,015		61,474
Accounts payable and accrued expenses		305,638		258,708

Accounts payable, related party		331,588		328,819
Accrued expenses, related party		264,867		230,064
Accounts payable and accrued expenses, related party		596,455		558,883

Total accounts payable and accrued expenses	$	902,093	$	817,591

NOTE 5 - PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at October 31, 2023 and July 31, 2023:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	October 31, 2023		July 31, 2023
Accrued officers’ payroll	$	204,436	$	143,073
Payroll taxes payable		12,070		12,070
Total payroll related liabilities	$	216,506	$	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”), 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 is 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. Platinum Equity Advisors, LLC is a related party as it is our largest shareholder and is owed 100% by the spouse of our CEO and Charman of our Board of Directors. On December 12, 2023 we issued a new promissory note to Platinum Equity Advisors, LLC in the principal amount of $390,673 as full payment of the principal and accrued interest due on such date. See Note 12 - Subsequent Events.

At October 31, 2023, the principal balance of the Platinum Note remained $372,069 and accrued but unpaid interest was $14,366. 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.

NOTE 7 - NOTES PAYABLE

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

SCHEDULE OF DEBT OBLIGATIONS

	October 31, 2023		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 October 31, 2023 and July 31, 2023, accrued but unpaid interest on the 5% Notes was $55,346 and $52,555, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets.

F-12

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 three months ended October 31, 2023. 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 October 31, 2023, 5% Notes with a face amount of $175,000 and related accrued interest expense of $55,346 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. The purchased shares were delivered by AMP directly to the transfer agent on September 8, 2020 and immediately cancelled. At October 31, 2023 and July 31, 2023, accrued but unpaid interest on the Acorn Note was $9,669 and $8,919, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets. At October 31, 2023, 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 October 31, 2023 and July 31, 2023, we had 69,227,690 and 68,016,167 shares of common stock outstanding, respectively. We issued 1,000,000 shares for services and 211,523 shares for the vesting of restricted stock grants during the three months ended October 31, 2023. 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.

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 October 31, 2023, we have issued a total of 775,585 shares under the restricted stock award.

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.

F-13

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.

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 three months ended October 31, 2023, we recorded $6,706 of compensation expense related to stock options and warrants. During the three months ended October 31, 2022, we recorded $66,250 of compensation expense, net of capitalized expense of $19,658, related to stock options and warrants. We granted no stock options or warrants during the three months ended October 31, 2023 or 2022.

The following table summarizes our options and warrant activity for the three months ended October 31, 2023 and fiscal year ended July 31, 2023:

	October 31, 2023				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
Expired		-		-		(2,500,000	)		3.00
Balance at end of period		6,350,000	$	0.24		6,350,000		$	0.24
Options and warrants exercisable		6,350,000	$	0.24		6,066,666		$	0.23

Summary of Restricted Stock Grants

During the three months ended October 31, 2023 and 2022, we recorded compensation expense related to restricted stock grants of $15,236 and $4,820, respectively. The grant date fair value of restricted stock awards during the three months ended October 31, 2023 and 2022 was $7,305 and $11,422, respectively.

The following table summarizes our restricted stock activity for the three months ended October 31, 2023 and fiscal year ended July 31, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	October 31, 2023			July 31, 2023
Balance at beginning of period		2,282,031			100,000
Granted		300,000			2,846,093
Released		(1,211,523	)		(664,062	)
Balance at end of period		1,370,508			2,282,031

F-14

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 October 31, 2023 and July 31, 2023, related parties were owed $331,587 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.

Effective May 1, 2021, 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 as it is our largest shareholder and is owed 100% by the spouse of our CEO and Charman of our Board of Directors. At October 31, 2023 and July 31, 2023, we owed Platinum Equity $250,500 and $225,000, respectively. 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 June 12, 2023, we issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $372,069. The note, plus accrued interest, is due on December 12, 2023. At October 31, 2023, accrued but unpaid interest on the note was $14,366 (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. On December 12, 2023 we issued a new promissory note to Platinum Equity Advisors, LLC in the principal amount of $390,673 as full payment of the principal and accrued interest due on such date. See Note 12 - Subsequent Events.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Employment and Consulting Agreements

Effective May 1, 2021, 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. As compensation for the services, the Company shall pay Platinum an annual base fee of $323,400. 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 one (1) year’s 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 as approved by the Board of Directors as defined in the agreement. To better reflect current time commitments, effective September 1, 2023 the Company and Platinum agreed to a new annual base fee of $102,000 until further notice.

On September 1, 2020, in connection with the appointment of Susan A. Reyes, M.D. 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. As compensation for her services, the Company shall pay Dr. Reyes an annual base salary of $52,000. The base salary shall be accrued until the Company obtains funding of at least $1,000,000, or has reported $10,000,000 in revenue, whichever occurs first. 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 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 as approved by the Board of Directors as defined in the agreement. The initial term of the Reyes Employment Agreement expired on September 1, 2023 and automatically renewed for one year. To better reflect current time commitments, effective September 1, 2023 the Company and Dr. Reyes agreed to a new annual base salary of $24,000 per year until the execution of a new employment agreement.

F-15

On June 15, 2020, 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. As compensation for his services, the Company shall pay Mr. Greenwood an annual base salary of $257,000. The base salary shall be accrued until the Company obtains funding of $1,000,000 in excess of funding used for inventory purchases, or has $1,000,000 in revenue, whichever occurs first. 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 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 as approved by the Board of Directors as defined in the agreement. The initial term of the Greenwood Employment Agreement expired on June 15, 2023 and automatically renewed for one year. To better reflect current time commitments, effective September 1, 2023 the Company and Mr. Greenwood agreed to a new annual base salary of $102,000 per year until the execution of a new employment agreement.

On October 8, 2019, 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. Pursuant to a modification of the Lobetti Employment Agreement effective May 1, 2020, the Company shall pay Mr. Lobetti an annual base salary of $104,000 per year as compensation for his services. 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 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 as approved by the Board of Directors as defined in the agreement. The initial term of the Lobetti Employment Agreement expired on October 8, 2022 and automatically renewed for one year. To better reflect current time commitments, effective September 1, 2023 the Company and Mr. Lobetti agreed to a new annual base salary of $102,000 per year until the execution of a new employment agreement.

Litigation

From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s management’s judgment have a material adverse effect on the Company.

NOTE 12 - SUBSEQUENT EVENTS

On December 12, 2023, we issued a new Promissory Note to Platinum Equity Advisors, LLC (“Platinum”), a related party, in the principal amount of $390,673. The new promissory note 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 and the proceeds were used to retire an existing promissory note payable to Platinum (See Note 6 - Note Payable, Related Party and Note 10 - Related Party Transactions).

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 that listed above that would require adjustment to or disclosure in the interim consolidated financial statements.

F-16

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 three months ended October 31, 2023 and 2022. 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 the 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 three months ended October 31, 2023 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 October 17, 2023, we announced the approval of a $336,000 grant from the state of Tennessee. The grant is targeted at bolstering infection control practices for 24 senior living facilities, encompassing a mix of Skilled Nursing and Assisted Living Facilities. We will employ this grant to further our mission in ensuring safer and more efficient living environments using our proprietary AI technology. This development builds on our recent strategic alliance with Signature Healthcare, underscoring our ongoing commitment to innovative healthcare solutions for senior residents. The grant involves 21 Signature Healthcare facilities and two partnering companies.

Results of Operations

Three Months Ended October 31, 2023 Compared to the Three Months Ended October 31, 2022

Revenues

Our healthcare technology business is not currently producing revenue as we continue to develop, refine and evaluate our products. We expect to begin reporting revenue during the second quarter of our fiscal year ending July 31, 2024.

Operating Expenses

The table below presents a comparison of our operating expenses for the three months ended October 31, 2023 and 2022:

	For the Three Months Ended October 31,
	2023		2022		$ Variance			%Variance

Officers’ salaries	$	86,861	$	124,124	$	(37,263	)		(30	)%
Professional fees		41,859		31,528		10,331			33	%
Software development		3,900		-		3,900			-
Advertising and marketing		2,668		3,793		(1,125	)		(30	)%
Other		2,729		878		1,851			211	%
Total selling, general & administrative		138,017		160,323		(22,306	)		(14	)%
Stock-based compensation		21,942		71,069		(49,127	)		(69	)%
Amortization		55,697		2,089		53,608			-
Total Operating Expenses	$	215,656	$	233,481	$	(17,825	)		(8	)%

Officers’ Salaries - Officers’ salaries decreased $37,263, or 30%, over 2022. 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 pre-revenue phase.

Professional Fees - Professional fees increased $10,331, or 33%. over the same period in the prior year. The increase of 2022 primarily results from a $18,750 increase in the expense for outside consultants for raising capital, which was partially offset by a $7,089 decrease in accounting. The remaining difference results from a small net decrease in legal, transfer agent and filing costs.

Software Development – Software development expenses increased $3,900 over 2022. Prior to this period, our internally developed software had not been placed in service and software development cost were being capitalized.

Advertising and Marketing - Advertising and marketing expense decreased $1,125, or 30%, over the same period in the prior year. The decrease is primarily due to the elimination of a contract sales and marketing representative we had in 2022 that was partially offset by an increase in expenses related to conferences and trade shows.

Other - Other expenses increased $1,851 over 2022. Approximately $1,590 of the increase relates to increases in meal and entertainment and patent expenses.

Stock-based Compensation - Stock-based compensation expense decreased $49,127, or 69%, from the same period in the prior year. The decrease results from a 2023 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 new shares and restricted stock grants to outside consultants.

Amortization - Amortization expense increased $53,608 over 2022. The increase in amortization expense primarily relates to placing in service capitalized software development and patent cost during the three months ended October 31, 2023.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the three months ended October 31, 2023 and 2022:

	For the Three Months Ended October 31,
	2023			2022			$ Variance			%Variance

Interest expense	$	(12,844	)	$	(112,886	)	$	(100,700	)		(89	)%
Change in fair value of derivative liability		-			(296,525	)		(296,525	)		-
Total	$	(12,844	)	$	(409,411	)	$	(396,567	)		(97	)%

Interest Expense - Interest expense decreased $100,700, 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 2022, 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 it the fair value of derivative liability. The change in the fair value of the derivative liability in 2022 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 October 31, 2023 and fiscal year ended July 31, 2023:

	October 31, 2023			July 31, 2022
Current assets	$	39,568		$	34,503
Current liabilities		(1,725,729	)		(1,569,803	)
Working capital deficiency	$	(1,686,161	)	$	(1,535,300	)

Current assets for the interim period ended October 31, 2023 increased $5,065 as compared to the fiscal year ended July 31, 2023. The increase is primarily due to an increase in prepaid expenses.

Current liabilities for the interim period ended October 31, 2023 increased $155,926 as compared to the fiscal year ended July 31, 2023. The increase is due to increases in accounts payable and accrued expenses, short-term loans from related parties to meet cash flow needs, and the continuing accrual of officer’s compensation.

Net Cash Used by Operating Activities

We currently do not have a 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 $3,049 for the three months ended October 31, 2023 as compared to $17,438 for the three months ended October 31, 2022. The $14,389 decrease in cash used by operating activities during 2023 is primarily attributable to the receipt of $10,061 in deferred revenue and an overall effort by management to reduce operating costs.

Net Cash Used by Investing Activities

Net cash used by investing activities was $-0- and $3,694 for the three months ended October 31, 2023 and 2022, 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 $2,769 for the three months ended October 31, 2023, which represents a $17,331 decrease over the same period of 2022. The decrease resulted from less net proceeds from related party loans in 2023 as compared to 2022. Less funding from short-term, related party loans was needed in 2023 due to the lessor amount of cash used by operating and investing activities.

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 October 31, 2023.

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. The Company’s revenue recognition policies remained unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.

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 October 31, 2023.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of October 31, 2023.

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 October 31, 2023, 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.

None.

Item 1A. RISK FACTORS.

Not required for emerging growth companies.

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

None

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 December 20, 2023, 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 $56,897 as of the filing date of this interim report.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

Exhibit No.		Description

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)

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: December 20, 2023
	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		President, Chief Executive Officer
		(Principal Executive Officer)

	Healthcare Integrated Technologies, Inc.

Date: December 20, 2023
	By:	/s/ Charles B. Lobetti, III
		Charles B. Lobetti, III
		Chief Financial Officer
		(Principal Financial Officer)

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: December 20, 2023	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: December 20, 2023	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 October 31, 2023 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: December 20, 2023	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 October 31, 2023 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: December 20, 2023	By:	/s/ Charles B. Lobetti, III
		Charles B. Lobetti, III
		Chief Financial Officer
		(Principal Financial Officer)

Cover - shares	3 Months Ended
Cover - shares	Oct. 31, 2023	Dec. 20, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2023
Document Fiscal Period Focus	Q1
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	1462 Rudder Lane
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	719-8160
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		69,725,011

Interim Consolidated Balance Sheets - USD ($)	Oct. 31, 2023	Jul. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 131	$ 411
Prepaid expenses	39,437	34,092
Total current assets	39,568	34,503
OTHER ASSETS:
Intangibles, net	813,735	869,432
Total assets	853,303	903,935
CURRENT LIABILITIES:
Contract liabilities	10,061
Payroll related liabilities	216,506	155,143
Total current and total liabilities	1,725,729	1,569,803
STOCKHOLDERS’ DEFICIT:
Common stock par value $0.001; 200,000,000 shares authorized; 69,227,690 and 68,016,167 shares issued and outstanding as of October 31, 2023 and July 31, 2023, respectively	69,228	68,016
Additional paid-in capital	14,899,012	14,878,282
Accumulated deficit	(15,840,666)	(15,612,166)
Total stockholders’ deficit	(872,426)	(665,868)
Total liabilities and stockholders’ deficit	853,303	903,935
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable and accrued expenses	305,638	258,708
Notes payable	225,000	225,000
Related Party [Member]
CURRENT LIABILITIES:
Accounts payable and accrued expenses	596,455	558,883
Notes payable	$ 372,069	$ 372,069

Interim Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2023	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	69,227,690	68,016,167
Common stock, shares outstanding	69,227,690	68,016,167

Interim Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
OPERATING EXPENSES:
Selling, general and administrative	$ 138,017	$ 160,324
Stock-based compensation	21,942	71,069
Amortization	55,697	2,088
Total operating expense	215,656	233,481
OPERATING LOSS	(215,656)	(233,481)
OTHER EXPENSE:
Interest expense	(12,844)	(112,886)
Change in fair value of derivative liability		(296,525)
Total other expense	(12,844)	(409,411)
NET LOSS	$ (228,500)	$ (642,892)
NET LOSS PER COMMON SHARE
Net loss per common share - basic		$ (0.02)
Net loss per common share - diluted		$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Weighted average number of common shares outstanding - basic	68,189,433	42,304,673
Weighted average number of common shares outstanding - diluted	68,189,433	42,304,673

Interim Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance 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			(642,892)	(642,892)
Stock-based compensation		90,728		90,728
Balance at Oct. 31, 2022	$ 42,035	11,930,373	(14,952,600)	(2,979,922)
Balance, shares at Oct. 31, 2022	42,034,673
Balance 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 services, shares	450,000
Balance 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			(228,500)	(228,500)
Shares issued for services	$ 1,000	(1,000)
Shares issued for services, shares	1,000,000
Stock-based compensation	$ 212	21,730		21,942
Stock-based compensation, shares	211,523
Balance at Oct. 31, 2023	$ 69,228	$ 14,899,012	$ (15,840,666)	$ (872,426)
Balance, shares at Oct. 31, 2023	69,227,690

Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (228,500)	$ (642,892)	$ (1,302,458)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization	55,697	2,088
Stock-based compensation	21,942	71,069
Cash received from deferred revenue	10,061
Amortization of debt discount		97,198
Change in fair value of derivative liability		296,525
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(5,345)	1,277
Accounts payable and accrued expenses	46,931	33,174
Accounts payable and accrued expenses, related party	34,802	80,850
Payroll related liabilities	61,363	43,274
NET CASH USED BY OPERATING ACTIVITIES	(3,049)	(17,438)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for intangible assets		(3,694)
NET CASH USED BY INVESTING ACTIVITIES		(3,694)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans	12,769	20,100
Payments of amounts owed to related parties	(10,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES	2,769	20,100
Net change in cash and cash equivalents	(280)	(1,032)
Cash and cash equivalents, beginning of period	411	1,051	1,051
Cash and cash equivalents, end of period	131	19	$ 411
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest		10,000
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures included in payroll related liabilities		27,667
Capital expenditures from stock-based compensation		$ 19,658

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Oct. 31, 2023

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 October 31, 2023 and July 31, 2023.

Related Parties

Revenue Recognition

Advertising and Marketing

Stock-Based Compensation

Income Taxes

Net Loss Per Common Share

Recent Accounting Pronouncements

GOING CONCERN

3 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 - GOING CONCERN

INTANGIBLES, NET

3 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES, NET

NOTE 3 - INTANGIBLES, NET

Intangibles, net consisted of the following at October 31, 2023 and July 31, 2023:

SCHEDULE OF INTANGIBLES ASSET

	October 31, 2023			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		(80,911	)		(25,215	)
Total intangibles, net	$	813,735		$	869,432

Amortization expense for the three months ended October 31, 2023 and 2022 was $55,697 and $2,088, respectively.


2024	$	167,091
2025		222,788
2026		222,788
2027		13,641
2028		13,641
Thereafter		173,786
Total expected amortization expense	$	813,735

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 Months Ended

Oct. 31, 2023

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 October 31, 2023 and July 31, 2023:

	October 31, 2023		July 31, 2023
Accounts payable	$	240,623	$	197,234
Accrued interest expense		65,015		61,474
Accounts payable and accrued expenses		305,638		258,708

Accounts payable, related party		331,588		328,819
Accrued expenses, related party		264,867		230,064
Accounts payable and accrued expenses, related party		596,455		558,883

Total accounts payable and accrued expenses	$	902,093	$	817,591

PAYROLL RELATED LIABILITIES

3 Months Ended

Oct. 31, 2023

Other Liabilities Disclosure [Abstract]

PAYROLL RELATED LIABILITIES

NOTE 5 - PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at October 31, 2023 and July 31, 2023:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	October 31, 2023		July 31, 2023
Accrued officers’ payroll	$	204,436	$	143,073
Payroll taxes payable		12,070		12,070
Total payroll related liabilities	$	216,506	$	155,143

NOTE PAYABLE, RELATED PARTY

3 Months Ended

Oct. 31, 2023

Note Payable Related Party

NOTE PAYABLE, RELATED PARTY

NOTE 6 - NOTE PAYABLE, RELATED PARTY

NOTES PAYABLE

3 Months Ended

Oct. 31, 2023

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 October 31, 2023 and July 31, 2023:

SCHEDULE OF DEBT OBLIGATIONS

	October 31, 2023		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

3 Months Ended

Oct. 31, 2023

Equity [Abstract]

COMMON STOCK

NOTE 8 - COMMON STOCK

STOCK-BASED COMPENSATION

3 Months Ended

Oct. 31, 2023

Retirement Benefits [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 three months ended October 31, 2023 and fiscal year ended July 31, 2023:

	October 31, 2023				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
Expired		-		-		(2,500,000	)		3.00
Balance at end of period		6,350,000	$	0.24		6,350,000		$	0.24
Options and warrants exercisable		6,350,000	$	0.24		6,066,666		$	0.23

Summary of Restricted Stock Grants

The following table summarizes our restricted stock activity for the three months ended October 31, 2023 and fiscal year ended July 31, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	October 31, 2023			July 31, 2023
Balance at beginning of period		2,282,031			100,000
Granted		300,000			2,846,093
Released		(1,211,523	)		(664,062	)
Balance at end of period		1,370,508			2,282,031

RELATED PARTY TRANSACTIONS

3 Months Ended

Oct. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE 10 - RELATED PARTY TRANSACTIONS

Effective May 1, 2021, 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 as it is our largest shareholder and is owed 100% by the spouse of our CEO and Charman of our Board of Directors. At October 31, 2023 and July 31, 2023, we owed Platinum Equity $250,500 and $225,000, respectively. 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”).

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Oct. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Employment and Consulting Agreements

Effective May 1, 2021, 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. As compensation for the services, the Company shall pay Platinum an annual base fee of $323,400. 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 one (1) year’s 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 as approved by the Board of Directors as defined in the agreement. To better reflect current time commitments, effective September 1, 2023 the Company and Platinum agreed to a new annual base fee of $102,000 until further notice.

Litigation

SUBSEQUENT EVENTS

3 Months Ended

Oct. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Oct. 31, 2023
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 October 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended October 31, 2023 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. We routinely assess the recoverability of all customer and other receivables to determine their collectability and record a reserve when, based on the judgement of management, it is probably that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we charge uncollectable accounts receivable against the reserve.
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.
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 October 31, 2023 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. The Company’s revenue recognition policies remained unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.
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 $2,668 and $3,793 for the three months ended October 31, 2023 and 2022, 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.
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)

3 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLES ASSET

Intangibles, net consisted of the following at October 31, 2023 and July 31, 2023:

SCHEDULE OF INTANGIBLES ASSET

	October 31, 2023			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		(80,911	)		(25,215	)
Total intangibles, net	$	813,735		$	869,432

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE


2024	$	167,091
2025		222,788
2026		222,788
2027		13,641
2028		13,641
Thereafter		173,786
Total expected amortization expense	$	813,735

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Oct. 31, 2023

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at October 31, 2023 and July 31, 2023:

	October 31, 2023		July 31, 2023
Accounts payable	$	240,623	$	197,234
Accrued interest expense		65,015		61,474
Accounts payable and accrued expenses		305,638		258,708

Accounts payable, related party		331,588		328,819
Accrued expenses, related party		264,867		230,064
Accounts payable and accrued expenses, related party		596,455		558,883

Total accounts payable and accrued expenses	$	902,093	$	817,591

PAYROLL RELATED LIABILITIES (Tables)

3 Months Ended

Oct. 31, 2023

Other Liabilities Disclosure [Abstract]

SCHEDULE OF PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at October 31, 2023 and July 31, 2023:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	October 31, 2023		July 31, 2023
Accrued officers’ payroll	$	204,436	$	143,073
Payroll taxes payable		12,070		12,070
Total payroll related liabilities	$	216,506	$	155,143

NOTES PAYABLE (Tables)

3 Months Ended

Oct. 31, 2023

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 October 31, 2023 and July 31, 2023:

SCHEDULE OF DEBT OBLIGATIONS

	October 31, 2023		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)

3 Months Ended

Oct. 31, 2023

Retirement Benefits [Abstract]

SUMMARY OF OPTIONS AND WARRANTS ACTIVITY

The following table summarizes our options and warrant activity for the three months ended October 31, 2023 and fiscal year ended July 31, 2023:

	October 31, 2023				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
Expired		-		-		(2,500,000	)		3.00
Balance at end of period		6,350,000	$	0.24		6,350,000		$	0.24
Options and warrants exercisable		6,350,000	$	0.24		6,066,666		$	0.23

SCHEDULE OF RESTRICTED STOCK ACTIVITY

The following table summarizes our restricted stock activity for the three months ended October 31, 2023 and fiscal year ended July 31, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	October 31, 2023			July 31, 2023
Balance at beginning of period		2,282,031			100,000
Granted		300,000			2,846,093
Released		(1,211,523	)		(664,062	)
Balance at end of period		1,370,508			2,282,031

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2023
Property, Plant and Equipment [Line Items]
Cash FDIC insured amount	$ 250,000
Derivative liabilities	0		$ 0
Advertising costs	$ 2,668	$ 3,793
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Oct. 31, 2023	Oct. 31, 2022	Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 228,500	$ 642,892	$ 1,302,458

SCHEDULE OF INTANGIBLES ASSET (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (80,911)	$ (25,215)
Total intangibles, net	813,735	869,432
Developed Software [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)	Oct. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 167,091
2025	222,788
2026	222,788
2027	13,641
2028	13,641
Thereafter	173,786
Total expected amortization expense	$ 813,735

INTANGIBLES, NET (Details Narrative) - USD ($)	3 Months Ended
INTANGIBLES, NET (Details Narrative) - USD ($)	Oct. 31, 2023	Oct. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 55,697	$ 2,088
Intangible asset, weighted average useful life	7 years
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset, useful life	2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset, useful life	20 years

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Total accounts payable and accrued expenses	$ 902,093	$ 817,591
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	240,623	197,234
Accrued expenses	65,015	61,474
Accounts payable and accrued expenses	305,638	258,708
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	331,588	328,819
Accrued expenses	264,867	230,064
Accounts payable and accrued expenses	$ 596,455	$ 558,883

SCHEDULE OF PAYROLL RELATED LIABILITIES (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued officers’ payroll	$ 204,436	$ 143,073
Payroll taxes payable	12,070	12,070
Total payroll related liabilities	$ 216,506	$ 155,143

NOTE PAYABLE, RELATED PARTY (Details Narrative) - USD ($)	Jun. 12, 2023	Dec. 12, 2023	Oct. 31, 2023	May 01, 2021
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	$ 372,069		$ 372,069
Interest rate	10.00%
Accrued interest	$ 18,604		$ 14,366
Maturity date	Dec. 12, 2023
Platinum Equity Advisors LLC [Member] \| Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Promissory note principal amount		$ 390,673

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

NOTES PAYABLE (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Aug. 11, 2020	Mar. 31, 2018	Oct. 31, 2023	Jul. 31, 2023
Note Payable to Acorn Management Partners LLC [Member]
Short-Term Debt [Line Items]
Debt interest rate	6.00%
Accrued interest			$ 9,669	$ 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
Accrued interest			$ 55,346	$ 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			$ 55,346

COMMON STOCK (Details Narrative) - $ / shares				3 Months Ended	12 Months Ended
COMMON STOCK (Details Narrative) - $ / shares	Oct. 19, 2023	Aug. 02, 2023	Aug. 26, 2022	Oct. 31, 2023	Jul. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares outstanding				69,227,690	68,016,167
Shares issued during period, shares				775,585	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]
Shares issued during period, shares		211,523
Shares issued, price per share		$ 0.0135
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period, shares	500,000
Shares issued, price per share	$ 0.033
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during the period for services				1,000,000	450,000
Stock issued during the period, shares					3,000,000
Stock issued for conversion of debt					375,172
Common Stock [Member] \| Notes Payable Other Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period, shares					1,500,000
Common Stock [Member] \| Vesting of Stock Grant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period, shares				211,523	664,062
Common Stock [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued during period, shares					19,722,260

SUMMARY OF OPTIONS AND WARRANTS ACTIVITY (Details) - Stock Options and Warrants [Member] - $ / shares	3 Months Ended	12 Months Ended
	Oct. 31, 2023	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 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	$ 0.24	$ 0.24
Number of options and warrants exercisable, ending balance	6,350,000	6,066,666
Weighted average exercise price, exercisable, ending balance	$ 0.24	$ 0.23

SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - shares	3 Months Ended	12 Months Ended
	Oct. 31, 2023	Jul. 31, 2023
Retirement Benefits [Abstract]
Balance at beginning of period	2,282,031	100,000
Granted	300,000	2,846,093
Released	(1,211,523)	(664,062)
Balance at end of period	1,370,508	2,282,031

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Oct. 31, 2023	Oct. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 21,942	$ 71,069
Stock Options and Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	6,706	66,250
Net of capitalized expense		19,658
Fair value of stock options and warrants, grant	0	0
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	15,236	4,820
Restricted stock options, fair value	$ 7,305	$ 11,422

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 12, 2023	Dec. 12, 2023	Oct. 31, 2023	Jul. 31, 2023	May 01, 2021
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			$ 331,587	$ 328,819
Related Party [Member] \| Contract CEO Agreement [Member] \| Platinum Equity [Member]
Related Party Transaction [Line Items]
Accounts payable related parties current			250,500	$ 225,000
Platinum Equity Advisors LLC [Member]
Related Party Transaction [Line Items]
Promissory note principal amount	$ 372,069		372,069
Maturity date	Dec. 12, 2023
Accrued unpaid interest	$ 18,604		$ 14,366
Platinum Equity Advisors LLC [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Promissory note principal amount		$ 390,673

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Sep. 01, 2023	May 02, 2021	Sep. 01, 2020	Jun. 15, 2020	Oct. 08, 2019
Scott M. Boruff [Member] \| Contract CEO Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
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. As compensation for the services, the Company shall pay Platinum an annual base fee of $323,400. 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 one (1) year’s 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 as approved by the Board of Directors as defined in the agreement. To better reflect current time commitments, effective September 1, 2023 the Company and Platinum agreed to a new annual base fee of $102,000 until further notice.
Annual base salary	$ 102,000	$ 323,400
Susan A. Reyes [Member] \| Employment Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Base salary description			in connection with the appointment of Susan A. Reyes, M.D. 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. As compensation for her services, the Company shall pay Dr. Reyes an annual base salary of $52,000. The base salary shall be accrued until the Company obtains funding of at least $1,000,000, or has reported $10,000,000 in revenue, whichever occurs first. 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 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 as approved by the Board of Directors as defined in the agreement. The initial term of the Reyes Employment Agreement expired on September 1, 2023 and automatically renewed for one year. To better reflect current time commitments, effective September 1, 2023 the Company and Dr. Reyes agreed to a new annual base salary of $24,000 per year until the execution of a new employment agreement.
Dr Reyes [Member] \| Employment Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Annual base salary	24,000		$ 52,000
Kenneth M. Greenwood [Member] \| Employment Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
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. As compensation for his services, the Company shall pay Mr. Greenwood an annual base salary of $257,000. The base salary shall be accrued until the Company obtains funding of $1,000,000 in excess of funding used for inventory purchases, or has $1,000,000 in revenue, whichever occurs first. 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 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 as approved by the Board of Directors as defined in the agreement. The initial term of the Greenwood Employment Agreement expired on June 15, 2023 and automatically renewed for one year. To better reflect current time commitments, effective September 1, 2023 the Company and Mr. Greenwood agreed to a new annual base salary of $102,000 per year until the execution of a new employment agreement.
Annual base salary	102,000			$ 257,000
Charles B. LobettiIII [Member] \| Employment Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
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. Pursuant to a modification of the Lobetti Employment Agreement effective May 1, 2020, the Company shall pay Mr. Lobetti an annual base salary of $104,000 per year as compensation for his services. 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 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 as approved by the Board of Directors as defined in the agreement. The initial term of the Lobetti Employment Agreement expired on October 8, 2022 and automatically renewed for one year. To better reflect current time commitments, effective September 1, 2023 the Company and Mr. Lobetti agreed to a new annual base salary of $102,000 per year until the execution of a new employment agreement.
Annual base salary	$ 102,000				$ 104,000

SUBSEQUENT EVENTS (Details Narrative) - Platinum Equity Advisors LLC [Member] - USD ($)	Dec. 12, 2023	Oct. 31, 2023	Jun. 12, 2023
Subsequent Event [Line Items]
Promissory note principal amount		$ 372,069	$ 372,069
Subsequent Event [Member]
Subsequent Event [Line Items]
Promissory note principal amount	$ 390,673
Interest rate	10.00%
Debt instrument accrued interest	$ 19,534

Healthcare Integrated Te... (PK) (USOTC:HITC)
Historical Stock Chart
From Dec 2024 to Jan 2025

Click Here for more Healthcare Integrated Te... (PK) Charts.

Healthcare Integrated Te... (PK) (USOTC:HITC)
Historical Stock Chart
From Jan 2024 to Jan 2025

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

HITC Healthcare Integrated Technologies Inc (PK)

Healthcare Integrated Technologies Inc (PK) News

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

HITC Healthcare Integrated Technologies Inc (PK)

Healthcare Integrated Technologies Inc (PK) News

Your Recent History

Company

Business

Popular

Get The App

Go Ad-Free