HITC Healthcare Integrated Technologies Inc (PK)

 

 

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, 2024

 

OR

 

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

 

For the transition period from ________ to ________

 

Commission file number: 001-36564

 

 

Healthcare Integrated Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		85-1173741
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

311 S. Weisgarber Road

Knoxville, TN 37919

(Address of Principal Executive Offices)

 

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

 

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

 

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

 

Common Stock, $0.001 par value

(Title of class)

 

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

 

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

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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

 

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

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
(Do not check if a smaller reporting company)		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

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

 

As of December 13, 2024, there were 114,214,936 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.	12
SIGNATURES	13

 

 

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, 2024 as filed with the United States Securities and Exchange Commission on October 29, 2024.

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS.

 

Index to Financial Statements

 

	Page
Quarterly Period Ended October 31, 2024
Interim Consolidated Balance Sheets	F-2
Interim Consolidated Statements of Operations (Unaudited)	F-3
Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)	F-4
Interim Consolidated Statements of Cash Flows (Unaudited)	F-5
Notes to The Interim Consolidated Financial Statements (Unaudited)	F-6

 

 

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED BALANCE SHEETS

 

		October 31, 2024				July 31, 2024
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	2,013,662			$	175,562
Restricted cash			220,000				-
Accounts receivable, net			-				14,000
Prepaid expenses			33,022				33,022
Total current assets			2,266,684				222,584
OTHER ASSETS:
Intangibles, net			436,711				506,743
Total assets		$	2,703,395			$	729,327
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	140,482			$	182,784
Accounts payable and accrued expenses, related party			127,086				187,894
Accounts payable and accrued expenses			127,086				187,894
Payroll related liabilities			41,448				16,637
Note payable, related party			410,207				410,207
Notes payable			225,000				225,000
Notes payable			225,000				225,000
Total current and total liabilities			944,223				1,022,522
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock par value $0.001; 200,000,000 shares authorized; 105,204,936 and 79,853,696 shares issued and outstanding as of October 31, 2024 and July 31, 2024, respectively			105,205				79,854
Additional paid-in capital			18,432,757				15,941,603
Deposits on stock subscriptions			220,000				-
Accumulated deficit			(16,998,790	)			(16,314,652	)
Total stockholders’ equity (deficit)			1,759,172				(293,195	)
Total liabilities and stockholders’ equity (deficit)		$	2,703,395			$	729,327

 

See accompanying notes to the interim consolidated financial statements.

 

 

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		2024				2023
		For the Three Months Ended October 31,
		2024				2023
OPERATING EXPENSES:
Selling, general and administrative		$	343,787			$	138,017
Stock-based compensation			256,382				21,942
Amortization of intangibles			54,354				55,697
Impairment of intangibles			15,678				-
Total operating expense			670,201				215,656
OPERATING LOSS			(670,201	)			(215,656	)
OTHER EXPENSE:
Interest expense			(13,937	)			(12,844	)
Total other expense			(13,937	)			(12,844	)
NET LOSS		$	(684,138	)		$	(228,500	)
NET LOSS PER COMMON SHARE
Basic and diluted		$	(0.01	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted			83,435,756				68,189,433

 

See accompanying notes to the interim consolidated financial statements.

 

 

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

		Shares				Amount				Capital				Subscriptions				Deficit				Deficit
		Three Months Ended October 31, 2024
		Common Stock								Additional Paid-In				Deposits on Stock				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Subscriptions				Deficit				Equity
Balances at July 31, 2024			79,853,696			$	79,854			$	15,941,603			$	-			$	(16,314,652	)		$	(293,195	)
Net loss																			(684,138	)			(684,138	)
Shares issued for cash			22,320,000				22,320				2,209,680				-				-				2,232,000
Receipt of cash deposits on stock subscription agreements			-				-				-				220,000				-				220,000
Stock-based compensation			2,750,000				2,750				253,631				-				-				256,381
Shares issued for settlement of accrued expenses			281,240				281				27,843				-				-				28,124
Balances at October 31, 2024			105,204,936			$	105,205			$	18,432,757			$	220,000			$	(16,998,790	)		$	1,759,172

 

		Three Months Ended October 31, 2023
		Common Stock								Additional Paid-In				Deposits on Stock				Accumulated				Total Stockholders’
		Shares				Amount				Capital				Subscriptions				Deficit				Deficit
Balances at July 31, 2023			68,016,167			$	68,016			$	14,878,282			$	-			$	(15,612,166	)		$	(665,868	)
Balance			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	)
Balance			69,227,690			$	69,228			$	14,899,012			$	-			$	(15,840,666	)		$	(872,426	)

 

See accompanying notes to the interim consolidated financial statements.

 

 

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		2024				2023
		For the Three Months Ended October 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(684,138	)		$	(228,500	)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization			54,354				55,697
Stock-based compensation			256,382				21,942
Impairment of intangibles			15,678				-
Cash received from deferred revenue			-				10,061
Changes in operating assets and liabilities:
Accounts receivable, net			14,000				-
Prepaid expenses and other current assets			-				(5,345	)
Accounts payable and accrued expenses			(14,179	)			46,931
Accounts payable and accrued expenses, related party			(45,575	)			34,802
Payroll related liabilities			24,811				61,363
NET CASH USED BY OPERATING ACTIVITIES			(378,667	)			(3,049	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock			2,232,000				-
Cash deposits on stock subscription agreements			220,000
Proceeds from related party loans			35,172				12,769
Restricted cash			(220,000	)
Payments of amounts owed to related parties			(50,405	)			(10,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			2,216,767				2,769
Net change in cash and cash equivalents			1,838,100				(280	)
Cash and cash equivalents, beginning of period			175,562				411
Cash and cash equivalents, end of period		$	2,013,662			$	131
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest		$	-			$	-
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued for payment of accrued expenses		$	28,124			$	-

 

See accompanying notes to the interim consolidated financial statements.

 

 

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2024

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

 

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

 

Basis of Presentation

 

The accompanying interim consolidated financial statements include those of Healthcare Integrated Technologies, Inc. and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying interim consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to fairly present the financial position of the Company as of October 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended October 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2024 filed with the SEC on October 29, 2024.

 

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

 

Allowance for Credit losses

 

In accordance with ASC 326, Financial Instruments – Credit Losses, we recognize an allowance for credit losses on acquired financial assets with credit deterioration since origination. The allowance of credit losses is measured based on the Current Expected Credit Loss (CECL) model, which requires an estimate of the expected credit losses over the life of the financial asset. This estimate considers historical loss information, current conditions, and reasonable and supportable forecasts. The allowance for credit losses, if any, is recorded as a reduction to the carrying amount of the financial asset, with a corresponding charge to earnings.

 

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.

 

Restricted Cash

 

As of October 31, 2024, restricted cash includes cash received from investors prior to obtaining executed Common Stock Subscription Purchase Agreements (“SPAs”). The investors agreed to purchase 2,200,000 shares of our common stock at a purchase price of $0.10 per share. The executed SPAs were received subsequent to October 31, 2024. The proceeds received were recorded as Deposits on stock subscription agreements in the interim consolidated balance sheets.

 

F-7

 

Accounts Receivable

 

Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.

 

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.

 

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 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 on a straight-line basis over their expected useful lives, which approximate 20-years for patents, 3-years for internally developed software and 2-years for website related cost. Intangible assets that are subject to amortization are evaluated for impairment at least annually, and additionally whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss would be recognized for the amount by which the carrying value exceeds the fair value of the asset. We recognized a $15,678 intangible asset impairment charge during the three months ended October 31, 2024. There were not any intangible asset impairment charges recorded during the three months ended October 31, 2023.

 

Intangibles, net was $436,711 and $506,743 as of October 31, 2024 and July 31, 2024, respectively. See Note 3 - Intangibles, Net.

 

F-8

 

Derivative Liability

 

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

 

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

 

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

 

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

 

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

 

We had no derivative assets or liabilities as of October 31, 2024 and July 31, 2024.

 

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.

 

F-9

 

Revenue Recognition

 

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

 

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

 

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 $17,685 and $2,668 for the three months ended October 31, 2024 and 2023, respectively, which are included in selling, general and administrative expenses on the interim consolidated financial statements.

 

Stock-Based Compensation

 

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

 

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

 

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.

 

F-10

 

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.

 

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 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 $684,138 for the three months ended October 31, 2024 and $702,486 for its most recent fiscal year ended July 31, 2024, the Company now has significant working capital, however, we have a history of losses, an accumulated deficit, 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 continuing development, marketing and sales of a viable product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The 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.

 

F-11

 

NOTE 3 - INTANGIBLES, NET

 

Intangibles, net consisted of the following at October 31, 2024 and July 31, 2024:

 SCHEDULE OF INTANGIBLES ASSET

		As of October 31, 2024
						Accumulated				Reserve for
		Cost				Amortization				Impairment				Net
Software		$	627,440			$	(261,433	)		$	-			$	366,007
Patents			127,536				(16,297	)			(40,535	)			70,704
Website			8,785				(8,785	)			-				-
Total intangibles		$	763,761			$	(286,515	)		$	(40,535	)		$	436,711

 

		As of July 31, 2024
						Accumulated				Reserve for
		Cost				Amortization				Impairment				Net
Software		$	627,440			$	(209,147	)		$	-			$	418,293
Patents			165,411				(19,112	)			(57,849	)			88,450
Website			8,785				(8,785	)			-				-
Total intangibles		$	801,636			$	(237,044	)		$	(57,849	)		$	506,743

 

Amortization expense for the three months ended October 31, 2024 and 2023 was $54,354 and $55,697, respectively.

 

Intangibles are amortized over their estimated useful lives of two (2) to twenty (20) years. As of October 31, 2024, the weighted average remaining useful life of intangibles being amortized was approximately 5 years. We expect the remaining aggregate amortization expense for each of the five succeeding years to be as follows:

 SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE 

2025		$	161,642
2026			212,335
2027			3,188
2028			3,188
2029			3,188
Thereafter			53,170
Total expected amortization expense		$	436,711

 

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following at October 31, 2024 and July 31, 2024:

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

		October 31, 2024				July 31, 2024
Accounts payable		$	45,967			$	51,151
Accrued expenses			15,000				55,800
Accrued interest expense			79,515				75,833
Accounts payable and accrued expenses			140,482				182,784
Accounts payable, related party			15,690				30,925
Accrued expenses, related party			95,557				151,386
Accrued interest expense, related party			15,839				5,583
Accounts payable and accrued expenses, related party			127,086				187,894
Total accounts payable and accrued expenses		$	267,568			$	370,678

 

NOTE 5 - PAYROLL RELATED LIABILITIES

 

Payroll related liabilities consisted of the following at October 31, 2024 and July 31, 2024:

 SCHEDULE OF PAYROLL RELATED LIABILITIES 

		October 31, 2024				July 31, 2024
Accrued officers’ payroll		$	17,224			$	-
Payroll taxes payable			24,224				16,637
Total payroll related liabilities		$	41,448			$	16,637

 

F-12

 

NOTE 6 - NOTE PAYABLE, RELATED PARTY

 

On June 12, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC, a related party (the “Platinum Note”), in the principal amount of $410,207. The Platinum Note is unsecured and bears interest at 10% per annum. The principal amount of the note plus accrued interest of $20,510 is due in a single lump sum payment on December 12, 2024. We incurred no issuance cost on the transaction and the proceeds were used to refinance an existing promissory note issued to Platinum Equity Advisors, LLC on June 12, 2024. At October 31, 2024, the principal balance of the Platinum Note remained $410,207 and accrued but unpaid interest on such date was $15,839. The accrued interest is included in Accounts payable and accrued expenses, related party on our 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, 2024 and July 31, 2024:

 SCHEDULE OF DEBT OBLIGATIONS

		October 31, 2024				July 31, 2024
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, 2024 and July 31, 2024, accrued but unpaid interest on the 5% Notes was $66,845 and $63,914, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets.

 

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

 

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

 

At October 31, 2024, 5% Notes with a face amount of $175,000 and related accrued interest expense of $66,845 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, 2024 and July 31, 2024, accrued but unpaid interest on the Acorn Note was $12,669 and $11,919, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets. At October 31, 2024, the note and related accrued interest expense is in default. Management is currently negotiating an amendment to the note to extend the maturity date.

 

F-13

 

NOTE 8 - COMMON STOCK

 

At October 31, 2024 and July 31, 2024, we had 105,204,936 and 79,853,696 shares of common stock outstanding, respectively. We issued 25,351,240 unregistered shares of our common stock, of which 22,320,000 shares were issued for cash, 281,240 shares were issued for the payment of accrued expenses and 2,750,000 were issued for compensation during the three months ended October 31, 2024. During the fiscal year ended July 31, 2024, we issued 11,837,529 unregistered shares of our common stock, of which 5,500,000 shares were issued for cash, 3,385,154 shares were issued for the payment of accrued expenses, 1,282,031 were issued for compensation, 1,100,000 shares were issued for services, and 570,344 shares were issued for a loan modification fee.

 

On August 25, 2024, we issued 1,000,000 unregistered shares of our 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 upon the vesting of shares from a restricted stock award dated August 25, 2024 at an estimated grant date fair value of $0.0675 per share on such date.

 

On September 1, 2024, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of a consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated September 1, 2024, at an estimated grant date fair value of $0.035 per share on such date.

 

On September 20, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

 

On September 26, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

 

On October 8, 2024, we completed multiple private placements of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placements.

 

On October 10, 2024, we completed multiple private placements of 3,500,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $350,000. We incurred no cost related to the private placements.

 

On October 18, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

 

On October 19, 2024, we issued 250,000 shares of common stock to a consultant pursuant to the terms of a consulting agreement entered on October 19, 2022. The shares were issued to the consultant at an estimated value of $0.033 per share.

 

On October 19, 2024, we issued 500,000 shares of common stock to consultants pursuant to the terms of their consulting agreements entered on October 19, 2022. The shares were issued to the consultants at an estimated value of $0.033 per share.

 

F-14

 

On October 22, 2024, we completed multiple private placements of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placements.

 

On October 24, 2024, we completed multiple private placements of 2,300,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $230,000. We incurred no cost related to the private placements.

 

On October 25, 2024, we completed multiple private placements of 6,520,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $652,000. We incurred no cost related to the private placements.

 

On October 25, 2024, we issued 281,240 unregistered shares of our common stock for settlement of accounts payables. The shares were issued at an agreed upon value of $0.10 per share.

 

On October 29, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

 

On October 29, 2024, we issued 1,000,000 unregistered shares of our common stock to the Chief Strategy Officer. The shares were issued to the officer at an estimated grant date fair value of $0.10 per share.

 

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

 

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, 2024, we recorded no compensation expense related to 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. We granted no stock options or warrants during the three months ended October 31, 2024 or 2023.

 

The following table summarizes our options and warrant activity for the three months ended October 31, 2024 and fiscal year ended July 31, 2024:

 SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY

		October 31, 2024								July 31, 2024
		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			$	0.21				6,350,000			$	0.24
Granted			-				-				1,250,000				0.07
Expired / Cancelled			(600,000	)			0.15				1,250,000				0.23
Balance at end of period			5,750,000			$	0.22				6,350,000			$	0.21
Options and warrants exercisable			5,750,000			$	0.22				6,350,000			$	0.21

 

F-15

 

Summary of Restricted Stock Grants

 

During the three months ended October 31, 2024 and 2023, we recorded compensation expense related to restricted stock grants of $80,132 and $15,236, respectively. The grant date fair value of restricted stock awards during the three months ended October 31, 2024 and 2023 was $388,025 and $7,305, respectively.

 

The following table summarizes our restricted stock activity for the three months ended October 31, 2024 and fiscal year ended July 31, 2024:

 SCHEDULE OF RESTRICTED STOCK ACTIVITY

		October 31, 2024				July 31, 2024
Balance at beginning of period			4,000,000				2,282,031
Granted			5,000,000				3,100,000
Expired / Cancelled			(200,000	)			-
Released			(1,750,000	)			(1,382,031	)
Balance at end of period			7,050,000				4,000,000

 

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, 2024 and July 31, 2024, related parties were owed $15,690 and $30,925, respectively, which are included in Accounts payable and accrued expenses, related party on the consolidated balance sheets (See Note 6 - Accounts Payable and Accrued Expenses, Related Party). The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party loans may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

 

For compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum Equity”), a related party, to provide the services of our CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Charman of our Board of Directors. At October 31, 2024 and July 31, 2024, we owed Platinum Equity $95,556 and $151,386, respectively, for amounts related to the Contract CEO Agreement. The amount owed is included in Accounts payable and accrued expenses, related party on the interim consolidated balance sheets (See Note 5 - Accounts Payable and Accrued Expenses, Related Party).

 

On June 12, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $410,207 (See Note 7 – Notes Payable, Related Party). The note, plus accrued interest, is due on December 12, 2024. At October 31, 2024 and July 31, 2024, accrued but unpaid interest on the note was $15,839 and $5,583, respectively, (See Note 6 – Accounts Payable and Accrued Expenses, 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.

 

During the three months ended October 31, 2024, the Company recognized $10,119 in office rent expense included in “Selling, general and administrative” on our interim consolidated statements of operations related to a month-to-month sublease agreement with Blue Earth Resources, Inc. (“BERI”), an entity related to the Company through common management control for use of certain office space.

 

F-16

 

NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

Litigation

 

On September 18, 2023, Apex Funding Source, LLC (the “Lender”) filed a lawsuit in the Supreme Court of the State of New York, County of New York, naming Grasshopper Staffing, Inc. and Indeliving Holdings, Inc., both of which are wholly owned subsidiaries of the Company, as defendants in the suit. The action against our wholly owned subsidiaries is due to an alleged guarantee of a loan the Lender made to BERI, an entity related to the Company through common management control. The lawsuit is an action for BERI’s breach of a loan agreement and failure to pay $4,705,900 in principal and interest to the Lender when due. The lawsuit also named Scott M. Boruff, the CEO and Chairman of the Company’s Board of Directors, and Platinum Equity Advisors, LLC, the Company’s largest principal shareholder that is controlled by Julie Boruff, spouse of Scott M. Boruff, as defendants for their alleged guaranty of the BERI loan.

 

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

 

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

 

Employment and Consulting Agreements

 

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

 

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

 

F-17

 

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

 

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

 

NOTE 12 - SUBSEQUENT EVENTS

 

On December 1, 2024, the Company entered into a three-year contractor agreement with Timothy Brady as its Chief Financial Officer. Mr. Brady will be paid a monthly base fee of $10,000. In addition, Mr. Brady shall receive a stock grant of 2 million shares of the Company’s common stock. The stock grant shall immediately become vested. 

 

On December 5, 2024, the Company entered into a three-year contractor agreement with Theo Davis as its Chief Commercial Officer for its international business. Mr. Davies shall receive a stock grant of 2 million shares of the Company’s common stock. The stock grant shall immediately become vested. In addition, when Mr. Davies raises the first $1 million of equity for the Company, Mr. Davies will be paid a performance bonus of $70,000. When Mr. Davis achieves an international leadership hurdle of $1 million in EBITDA, Mr. Davies will have the option to purchase 1 million common shares of the Company’s stock for $0.1186 per share. This shall be valid for two years from the execution of the agreement. Commencing in October of 2025, Mr. Davis will be paid a monthly base fee of $8,333 per month. On December 9, 2024 the Company announced the appointment.

 

 

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, 2024, and 2023. The discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended July 31, 2024, filed with the SEC on October 29, 2024.

 

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.

 

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.

 

Strategy

 

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

 

 

Financial and Operating Results

 

We continue to utilize funds raised from the private sales of our common stock, issuance of debt, and short-term advances from related parties to provide cash for our operations, which has allowed us to continue refining our initial product and readying it for pilot testing, developing future product offerings and adding talented individuals to our management team and on a contract basis. Highlighted achievements for the three months ended October 31, 2024 include:

 

	●	On August 23, 2024, we appointed Micheal “Coach” Burt to our Board of Directors.
	●	On October 1, 2024, we appointed Timothy R. Brady as Fractional Chief Financial Officer.
	●	On November 5, 2024, we announced the appointment of Caleb Dixon as Chief Customer Officer to focus on enhancing customer engagement and satisfaction.
	●	We received $2,452,000 in net proceeds from the sale of our common stock at an average price of $0.10 per share during the three months ending October 31, 2024.

 

Results of Operations

 

Three Months Ended October 31, 2024 Compared to the Three Months Ended October 31, 2023

 

Revenues

 

Our business did not produce revenue during the three months ending October 31, 2024, and 2023, respectively, as we continue to develop, refine and evaluate our products.

 

Operating Expenses

 

The table below presents a comparison of our operating expenses for the three months ended October 31, 2024 and 2023:

 

		For the Three Months Ended October 31,
		2024				2023				$ Variance				%Variance
Officers’ salaries		$	137,231			$	86,861			$	50,370				58	%
Contract labor			36,011				-				36,011				-
Professional fees			72,422				42,609				29,813				70	%
Software development			33,706				3,900				29,806				764	%
Travel and entertainment			24,755				840				23,915				2,847	%
Advertising and marketing			17,685				2,668				15,017				563	%
Office expense			21,027				1,118				19,909				1,781	%
Other			950				21				929				4,424	%
Total selling, general & administrative			343,787				138,017				205,770				149	%
Stock-based compensation			256,382				21,942				234,440				1,068	%
Amortization			54,354				55,697				(1,343	)			(2	)%
Impairment of intangibles			15,678				-				15,678				-
Total Operating Expenses		$	670,201			$	215,656			$	454,545				211	%

 

Officers’ Salaries - Officers’ salaries increased $50,370, or 58%, over 2023 and is primarily due to the addition of our new Chief Strategy Officer and our Chief Executive Officer’s increased pay over the previous period, the Company’s officers accepted voluntary pay reductions in the prior comparable period.

 

Contract labor – Contract labor increased $36,011 over 2023 and is attributable to the addition of new finance and accounting personnel.

 

Professional Fees - Professional fees increased $29,813, or 70%. over the same period in the prior year primarily due to increased accounting and legal fees and the addition of a grant writing consultant.

 

 

Software Development – Software development expenses increased $29,806 over 2023 due to an increase in the use of independent contractors for specific development projects.

 

Travel and entertainment – Travel and entertainment expense increased $23,915, or 2,847%, over the same period in the prior year. The increase is primarily due to increased business travel by the senior management team.

 

Advertising and Marketing - Advertising and marketing costs increased $15,017, or 563%, over the same period in the prior year primarily due to increased expenses related to conferences and trade show attendance.

 

Office expense - Office expense increased $19,909 over 2023 and primarily relates to increases in office rent expense and supplies.

 

Other - Other expenses increased $929 over 2023 primarily due to an increase in bank charges.

 

Stock-based Compensation - Stock-based compensation expense increased $234,440, or 1,068%, from the same period in the prior year. The increase results from the amortization of the grant date fair value of new restricted stock awards.

 

Amortization - Amortization expense decreased $1,343, or 2% over 2023. The decrease in amortization expense primarily relates to a reduction of patent cost during the three months ended October 31, 2024.

 

Impairment of intangibles - Amortization expense increased $15,678 over 2023. The impairment expense relates to the abandonment of certain patent applications and the establishment of an impairment reserve on active patent applications.

 

Other Income (Expense)

 

The table below presents a comparison of our other income (expense) for the three months ended October 31, 2024 and 2023:

 

		For the Three Months Ended October 31,
		2024				2023				$ Variance				%Variance
Interest expense		$	(13,937	)		$	(12,844	)		$	1,093				9	%
Total		$	(13,937	)		$	(12,844	)		$	1,093				9	%

 

Interest Expense - Interest expense increased $1,093, or 9%, over the same period in the prior year. Interest expense increased due to an increase in the outstanding debt balance.

 

Liquidity and Capital Resources

 

Working Capital

 

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

 

		October 31, 2024				July 31, 2024
Current assets		$	2,266,684			$	222,584
Current liabilities			(944,223	)			(1,022,522	)
Working capital surplus (deficit)		$	1,322,461			$	(799,938	)

 

Current assets for the interim period ended October 31, 2024 increased $2,044,100 as compared to the fiscal year ended July 31, 2024. The increase is primarily due to the receipt of $2,452,000 in net proceeds from the sale of our common stock at an average price of $0.10 per share during the three months ending October 31, 2024.

 

 

Current liabilities for the interim period ended October 31, 2024 decreased $78,299 as compared to the fiscal year ended July 31, 2024. The decrease is due to decreases in accounts payable and accrued expenses and a reduction in payroll liabilities.

 

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 impairment of intangibles, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was $378,667 for the three months ended October 31, 2024 as compared to net cash provided by operating activities of $3,049 for the three months ended October 31, 2023. The increase in cash used by operating activities is primarily attributable to an increase in operating costs and the payment of accounts payable and accrued expenses, including related party items.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities was $2,216,767 for the three months ended October 31, 2024, which represents a $2,213,998 increase over the same period of 2023. The increase is primarily due to the receipt of $2,452,000 in net proceeds from the sale of our common stock at an average price of $0.10 per share during the three months ending October 31, 2024.

 

Going Concern Qualification

 

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, 2024.

 

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, 2024 and 2023. 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 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 consolidated financial statements.

 

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

 

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.

 

In accordance with ASC 326, Financial Instruments – Credit Losses, we recognize an allowance for credit losses on acquired financial assets with credit deterioration since origination. The allowance of credit losses is measured based on the Current Expected Credit Loss (CECL) model, which requires an estimate of the expected credit losses over the life of the financial asset. This estimate considers historical loss information, current conditions, and reasonable and supportable forecasts. The allowance for credit losses, if any, is recorded as a reduction to the carrying amount of the financial asset, with a corresponding charge to earnings.

 

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 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

 

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.

 

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.

 

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

 

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 reassessed 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.

 

 

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.

 

Contract Liabilities

 

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

 

Contract Combination

 

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

 

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.

 

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

 

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 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.

 

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 ultimately expected to vest.

 

Capital Resources

 

We had no material commitments for capital expenditures as of October 31, 2024.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements as of October 31, 2024.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We do not hold any market risk sensitive instruments. We consider our interest rate risk exposure to be minimal as a result of fixing interest rates on 100% of our debt. At October 31, 2024, there was no floating rate debt that would expose us to market fluctuations in interest rates.

 

Item 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

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

 

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

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

 

PART II - OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS.

 

None.

 

Item 1A. RISK FACTORS.

 

Not required for emerging growth companies.

 

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

 

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

 

On November 5, 2024, we issued 1,000,000 shares of our unregistered common stock at a price of $0.10 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

 

On November 6, 2024, we issued 200,000 shares of our unregistered common stock at a price of $0.10 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

 

On November 11, 2024, we issued 1,000,000 shares of our unregistered common stock at a price of $0.10 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds were used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

 

Item 3. DEFAULTS UPON SENIOR SECURITIES.

 

On various dates during the month of March 2018 we issued a series of 5% Convertible Promissory Notes (collectively, the “5% Notes”) totaling $750,000 in face amount. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually, and initially matured one-year from the date of issuance. As of 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 $66,845 as of the filing date of this interim report.

 

On August 11, 2020 we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”). As consideration for the share repurchase, we issued a $50,000 promissory note bearing interest a 6.0% per annum and due one-year from the date of issuance (the “AMP Note”). The AMP Note was subsequently amended to extend the maturity date to March 31, 2023. In the event of default, we are required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. The AMP Note is currently in default for non-payment of the principal amount of $50,000 and related accrued interest of $12,669 as of the filing date of this report.

 

Item 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

Item 5. OTHER INFORMATION

 

None.

 

Item 6. EXHIBITS

 

Exhibit No.		Description
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 13, 2024
	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		President, Chief Executive Officer
		(Principal Executive Officer)
	Healthcare Integrated Technologies, Inc.
Date: December 13, 2024
	By:	/s/ Timothy R. Brady
		Timothy R. Brady
		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;

 

5.

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 13, 2024	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		Chief Executive Officer
		(Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Timothy R. Brady, 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;

 

5.

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 13, 2024	By:	/s/ Timothy R. Brady
		Timothy R. Brady
		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, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Scott M. Boruff, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

 

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 13, 2024	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		Chief Executive Officer
		(Principal Executive Officer)

 

 

 

Exhibit 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Healthcare Integrated Technologies, Inc. (the “Company”), on Form 10-Q for the period ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Timothy R. Brady, 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 13, 2024	By:	/s/ Timothy R. Brady
		Timothy R. Brady
		Chief Financial Officer

 

v3.24.3

Cover - $ / shares	3 Months Ended
	Oct. 31, 2024	Dec. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--07-31
Entity File Number	001-36564
Entity Registrant Name	Healthcare Integrated Technologies, Inc.
Entity Central Index Key	0001584693
Entity Tax Identification Number	85-1173741
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	311 S. Weisgarber Road
Entity Address, City or Town	Knoxville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37919
City Area Code	(865)
Local Phone Number	237-4448
Title of 12(g) Security	Common Stock, $0.001 par value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
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		114,214,936
Entity Listing, Par Value Per Share	$ 0.001

v3.24.3

Interim Consolidated Balance Sheets - USD ($)	Oct. 31, 2024	Jul. 31, 2024
CURRENT ASSETS
Cash and cash equivalents	$ 2,013,662	$ 175,562
Restricted cash	220,000
Accounts receivable, net		14,000
Prepaid expenses	33,022	33,022
Total current assets	2,266,684	222,584
OTHER ASSETS:
Intangibles, net	436,711	506,743
Total assets	2,703,395	729,327
CURRENT LIABILITIES:
Payroll related liabilities	41,448	16,637
Total current and total liabilities	944,223	1,022,522
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock par value $0.001; 200,000,000 shares authorized; 105,204,936 and 79,853,696 shares issued and outstanding as of October 31, 2024 and July 31, 2024, respectively	105,205	79,854
Additional paid-in capital	18,432,757	15,941,603
Deposits on stock subscriptions	220,000
Accumulated deficit	(16,998,790)	(16,314,652)
Total stockholders’ equity (deficit)	1,759,172	(293,195)
Total liabilities and stockholders’ equity (deficit)	2,703,395	729,327
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable and accrued expenses	140,482	182,784
Notes payable	225,000	225,000
Related Party [Member]
CURRENT LIABILITIES:
Accounts payable and accrued expenses	127,086	187,894
Notes payable	$ 410,207	$ 410,207

v3.24.3

Interim Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2024	Jul. 31, 2024
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	105,204,936	79,853,696
Common stock, shares outstanding	105,204,936	79,853,696

v3.24.3

Interim Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
OPERATING EXPENSES:
Selling, general and administrative	$ 343,787	$ 138,017
Stock-based compensation	256,382	21,942
Amortization of intangibles	54,354	55,697
Impairment of intangibles	15,678
Total operating expense	670,201	215,656
OPERATING LOSS	(670,201)	(215,656)
OTHER EXPENSE:
Interest expense	(13,937)	(12,844)
Total other expense	(13,937)	(12,844)
NET LOSS	$ (684,138)	$ (228,500)
Net loss per common share - basic	$ (0.01)	$ (0.00)
Net loss per common share - diluted	$ (0.01)	$ (0.00)
Weighted average number of common shares outstanding - basic	83,435,756	68,189,433
Weighted average number of common shares outstanding - diluted	83,435,756	68,189,433

v3.24.3

Interim Consolidated Statements of Changes in Stockholder's Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Deposits On Stock Subscriptions [Member]	Retained Earnings [Member]	Total
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)
Stock-based compensation	$ 212	21,730			21,942
Stock-based compensation, shares	211,523
Shares issued for services	$ 1,000	(1,000)
Shares issued for services, shares	1,000,000
Balance at Oct. 31, 2023	$ 69,228	14,899,012		(15,840,666)	(872,426)
Balance, shares at Oct. 31, 2023	69,227,690
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					(702,486)
Shares issued for cash, shares	5,500,000
Shares issued for services, shares	1,100,000
Balance at Jul. 31, 2024	$ 79,854	15,941,603		(16,314,652)	(293,195)
Balance, shares at Jul. 31, 2024	79,853,696
Net loss				(684,138)	(684,138)
Shares issued for cash	$ 22,320	2,209,680			$ 2,232,000
Shares issued for cash, shares	22,320,000				2,200,000
Receipt of cash deposits on stock subscription agreements			220,000		$ 220,000
Stock-based compensation	$ 2,750	253,631			256,381
Stock-based compensation, shares	2,750,000
Shares issued for settlement of accrued expenses	$ 281	27,843			28,124
Shares issued for settlement of accrued expenses, shares	281,240
Balance at Oct. 31, 2024	$ 105,205	$ 18,432,757	$ 220,000	$ (16,998,790)	$ 1,759,172
Balance, shares at Oct. 31, 2024	105,204,936

v3.24.3

Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (684,138)	$ (228,500)	$ (702,486)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization	54,354	55,697
Stock-based compensation	256,382	21,942
Impairment of intangibles	15,678
Cash received from deferred revenue		10,061
Changes in operating assets and liabilities:
Accounts receivable, net	14,000
Prepaid expenses and other current assets		(5,345)
Accounts payable and accrued expenses	(14,179)	46,931
Accounts payable and accrued expenses, related party	(45,575)	34,802
Payroll related liabilities	24,811	61,363
NET CASH USED BY OPERATING ACTIVITIES	(378,667)	(3,049)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	2,232,000
Cash deposits on stock subscription agreements	220,000
Proceeds from related party loans	35,172	12,769
Restricted cash	(220,000)
Payments of amounts owed to related parties	(50,405)	(10,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES	2,216,767	2,769
Net change in cash and cash equivalents	1,838,100	(280)
Cash and cash equivalents, beginning of period	175,562	411	411
Cash and cash equivalents, end of period	2,013,662	131	$ 175,562
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued for payment of accrued expenses	$ 28,124

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Oct. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended October 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2024 filed with the SEC on October 29, 2024.   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.     Allowance for Credit losses   In accordance with ASC 326, Financial Instruments – Credit Losses, we recognize an allowance for credit losses on acquired financial assets with credit deterioration since origination. The allowance of credit losses is measured based on the Current Expected Credit Loss (CECL) model, which requires an estimate of the expected credit losses over the life of the financial asset. This estimate considers historical loss information, current conditions, and reasonable and supportable forecasts. The allowance for credit losses, if any, is recorded as a reduction to the carrying amount of the financial asset, with a corresponding charge to earnings.   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.   Restricted Cash   As of October 31, 2024, restricted cash includes cash received from investors prior to obtaining executed Common Stock Subscription Purchase Agreements (“SPAs”). The investors agreed to purchase 2,200,000 shares of our common stock at a purchase price of $0.10 per share. The executed SPAs were received subsequent to October 31, 2024. The proceeds received were recorded as Deposits on stock subscription agreements in the interim consolidated balance sheets.     Accounts Receivable   Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.   Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.   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 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 on a straight-line basis over their expected useful lives, which approximate 20-years for patents, 3-years for internally developed software and 2-years for website related cost. Intangible assets that are subject to amortization are evaluated for impairment at least annually, and additionally whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss would be recognized for the amount by which the carrying value exceeds the fair value of the asset. We recognized a $15,678 intangible asset impairment charge during the three months ended October 31, 2024. There were not any intangible asset impairment charges recorded during the three months ended October 31, 2023.   Intangibles, net was $436,711 and $506,743 as of October 31, 2024 and July 31, 2024, respectively. See Note 3 - Intangibles, Net.     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, 2024 and July 31, 2024.   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.   Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. The agreements are generally non-cancellable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.   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 $17,685 and $2,668 for the three months ended October 31, 2024 and 2023, respectively, which are included in selling, general and administrative expenses on the interim consolidated financial statements.   Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718.   Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expense is included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the interim consolidated statements of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid-in capital.   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.   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.

v3.24.3

GOING CONCERN	3 Months Ended
	Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 2 - GOING CONCERN   The accompanying 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 $684,138 for the three months ended October 31, 2024 and $702,486 for its most recent fiscal year ended July 31, 2024, the Company now has significant working capital, however, we have a history of losses, an accumulated deficit, 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 continuing development, marketing and sales of a viable product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The 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.

v3.24.3

INTANGIBLES, NET	3 Months Ended
	Oct. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLES, NET	NOTE 3 - INTANGIBLES, NET   Intangibles, net consisted of the following at October 31, 2024 and July 31, 2024:  SCHEDULE OF INTANGIBLES ASSET     As of October 31, 2024             Accumulated     Reserve for             Cost     Amortization     Impairment     Net                             Software   $ 627,440     $ (261,433 )   $ -     $ 366,007   Patents     127,536       (16,297 )     (40,535 )     70,704   Website     8,785       (8,785 )     -       -   Total intangibles   $ 763,761     $ (286,515 )   $ (40,535 )   $ 436,711         As of July 31, 2024             Accumulated     Reserve for             Cost     Amortization     Impairment     Net                             Software   $ 627,440     $ (209,147 )   $ -     $ 418,293   Patents     165,411       (19,112 )     (57,849 )     88,450   Website     8,785       (8,785 )     -       -   Total intangibles   $ 801,636     $ (237,044 )   $ (57,849 )   $ 506,743     Amortization expense for the three months ended October 31, 2024 and 2023 was $54,354 and $55,697, respectively.   Intangibles are amortized over their estimated useful lives of two (2) to twenty (20) years. As of October 31, 2024, the weighted average remaining useful life of intangibles being amortized was approximately 5 years. We expect the remaining aggregate amortization expense for each of the five succeeding years to be as follows:  SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE            2025   $ 161,642   2026     212,335   2027     3,188   2028     3,188   2029     3,188   Thereafter     53,170   Total expected amortization expense   $ 436,711

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Oct. 31, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES   Accounts payable and accrued expenses consisted of the following at October 31, 2024 and July 31, 2024:  SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES     October 31, 2024     July 31, 2024   Accounts payable   $ 45,967     $ 51,151   Accrued expenses     15,000       55,800   Accrued interest expense     79,515       75,833   Accounts payable and accrued expenses     140,482       182,784                     Accounts payable, related party     15,690       30,925   Accrued expenses, related party     95,557       151,386   Accrued interest expense, related party     15,839       5,583   Accounts payable and accrued expenses, related party     127,086       187,894                     Total accounts payable and accrued expenses   $ 267,568     $ 370,678

v3.24.3

PAYROLL RELATED LIABILITIES	3 Months Ended
	Oct. 31, 2024
Other Liabilities Disclosure [Abstract]
PAYROLL RELATED LIABILITIES	NOTE 5 - PAYROLL RELATED LIABILITIES   Payroll related liabilities consisted of the following at October 31, 2024 and July 31, 2024:  SCHEDULE OF PAYROLL RELATED LIABILITIES      October 31, 2024     July 31, 2024   Accrued officers’ payroll   $ 17,224     $ -   Payroll taxes payable     24,224       16,637   Total payroll related liabilities   $ 41,448     $ 16,637

v3.24.3

NOTE PAYABLE, RELATED PARTY	3 Months Ended
	Oct. 31, 2024
Note Payable Related Party
NOTE PAYABLE, RELATED PARTY	NOTE 6 - NOTE PAYABLE, RELATED PARTY   On June 12, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC, a related party (the “Platinum Note”), in the principal amount of $410,207. The Platinum Note is unsecured and bears interest at 10% per annum. The principal amount of the note plus accrued interest of $20,510 is due in a single lump sum payment on December 12, 2024. We incurred no issuance cost on the transaction and the proceeds were used to refinance an existing promissory note issued to Platinum Equity Advisors, LLC on June 12, 2024. At October 31, 2024, the principal balance of the Platinum Note remained $410,207 and accrued but unpaid interest on such date was $15,839. The accrued interest is included in Accounts payable and accrued expenses, related party on our 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.

v3.24.3

NOTES PAYABLE	3 Months Ended
	Oct. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 7 - NOTES PAYABLE   We had the following debt obligations reflected at their respective carrying values on our interim consolidated balance sheets as of October 31, 2024 and July 31, 2024:  SCHEDULE OF DEBT OBLIGATIONS     October 31, 2024     July 31, 2024   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, 2024 and July 31, 2024, accrued but unpaid interest on the 5% Notes was $66,845 and $63,914, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets.   The 5% Notes are convertible into common shares of the Company at a fixed ratio of two shares of common stock per dollar amount of the face value of the note. The principal terms under which the 5% Notes may be converted into common stock of the Company are as follows:     ● At the option of the holder, the outstanding principal amount of the note, and any accrued but unpaid interest due, may be converted into the Company’s common stock at any time prior to the maturity date of the note.         ● The outstanding principal amount of the note, and any accrued but unpaid interest due, will automatically be converted into the Company’s common stock if at any time prior to the maturity date of the note, the Company concludes a sale of equity securities in a private offering resulting in gross proceeds to the Company of at least $1,000,000.   At October 31, 2024, 5% Notes with a face amount of $175,000 and related accrued interest expense of $66,845 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, 2024 and July 31, 2024, accrued but unpaid interest on the Acorn Note was $12,669 and $11,919, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets. At October 31, 2024, the note and related accrued interest expense is in default. Management is currently negotiating an amendment to the note to extend the maturity date.

v3.24.3

COMMON STOCK	3 Months Ended
	Oct. 31, 2024
Equity [Abstract]
COMMON STOCK	NOTE 8 - COMMON STOCK   At October 31, 2024 and July 31, 2024, we had 105,204,936 and 79,853,696 shares of common stock outstanding, respectively. We issued 25,351,240 unregistered shares of our common stock, of which 22,320,000 shares were issued for cash, 281,240 shares were issued for the payment of accrued expenses and 2,750,000 were issued for compensation during the three months ended October 31, 2024. During the fiscal year ended July 31, 2024, we issued 11,837,529 unregistered shares of our common stock, of which 5,500,000 shares were issued for cash, 3,385,154 shares were issued for the payment of accrued expenses, 1,282,031 were issued for compensation, 1,100,000 shares were issued for services, and 570,344 shares were issued for a loan modification fee.   On August 25, 2024, we issued 1,000,000 unregistered shares of our 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 upon the vesting of shares from a restricted stock award dated August 25, 2024 at an estimated grant date fair value of $0.0675 per share on such date.   On September 1, 2024, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of a consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated September 1, 2024, at an estimated grant date fair value of $0.035 per share on such date.   On September 20, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.   On September 26, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.   On October 8, 2024, we completed multiple private placements of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placements.   On October 10, 2024, we completed multiple private placements of 3,500,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $350,000. We incurred no cost related to the private placements.   On October 18, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.   On October 19, 2024, we issued 250,000 shares of common stock to a consultant pursuant to the terms of a consulting agreement entered on October 19, 2022. The shares were issued to the consultant at an estimated value of $0.033 per share.   On October 19, 2024, we issued 500,000 shares of common stock to consultants pursuant to the terms of their consulting agreements entered on October 19, 2022. The shares were issued to the consultants at an estimated value of $0.033 per share.     On October 22, 2024, we completed multiple private placements of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placements.   On October 24, 2024, we completed multiple private placements of 2,300,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $230,000. We incurred no cost related to the private placements.   On October 25, 2024, we completed multiple private placements of 6,520,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $652,000. We incurred no cost related to the private placements.   On October 25, 2024, we issued 281,240 unregistered shares of our common stock for settlement of accounts payables. The shares were issued at an agreed upon value of $0.10 per share.   On October 29, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.   On October 29, 2024, we issued 1,000,000 unregistered shares of our common stock to the Chief Strategy Officer. The shares were issued to the officer at an estimated grant date fair value of $0.10 per share.   On October 31, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

v3.24.3

STOCK-BASED COMPENSATION	3 Months Ended
	Oct. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	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, 2024, we recorded no compensation expense related to 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. We granted no stock options or warrants during the three months ended October 31, 2024 or 2023.   The following table summarizes our options and warrant activity for the three months ended October 31, 2024 and fiscal year ended July 31, 2024:  SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY     October 31, 2024     July 31, 2024       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     $ 0.21       6,350,000     $ 0.24   Granted     -       -       1,250,000       0.07   Expired / Cancelled     (600,000 )     0.15       1,250,000       0.23   Balance at end of period     5,750,000     $ 0.22       6,350,000     $ 0.21   Options and warrants exercisable     5,750,000     $ 0.22       6,350,000     $ 0.21       Summary of Restricted Stock Grants   During the three months ended October 31, 2024 and 2023, we recorded compensation expense related to restricted stock grants of $80,132 and $15,236, respectively. The grant date fair value of restricted stock awards during the three months ended October 31, 2024 and 2023 was $388,025 and $7,305, respectively.   The following table summarizes our restricted stock activity for the three months ended October 31, 2024 and fiscal year ended July 31, 2024:  SCHEDULE OF RESTRICTED STOCK ACTIVITY     October 31, 2024     July 31, 2024   Balance at beginning of period     4,000,000       2,282,031   Granted     5,000,000       3,100,000   Expired / Cancelled     (200,000 )     -   Released     (1,750,000 )     (1,382,031 ) Balance at end of period     7,050,000       4,000,000

v3.24.3

RELATED PARTY TRANSACTIONS	3 Months Ended
	Oct. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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, 2024 and July 31, 2024, related parties were owed $15,690 and $30,925, respectively, which are included in Accounts payable and accrued expenses, related party on the consolidated balance sheets (See Note 6 - Accounts Payable and Accrued Expenses, Related Party). The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party loans may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.   For compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum Equity”), a related party, to provide the services of our CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Charman of our Board of Directors. At October 31, 2024 and July 31, 2024, we owed Platinum Equity $95,556 and $151,386, respectively, for amounts related to the Contract CEO Agreement. The amount owed is included in Accounts payable and accrued expenses, related party on the interim consolidated balance sheets (See Note 5 - Accounts Payable and Accrued Expenses, Related Party).   On June 12, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $410,207 (See Note 7 – Notes Payable, Related Party). The note, plus accrued interest, is due on December 12, 2024. At October 31, 2024 and July 31, 2024, accrued but unpaid interest on the note was $15,839 and $5,583, respectively, (See Note 6 – Accounts Payable and Accrued Expenses, 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.   During the three months ended October 31, 2024, the Company recognized $10,119 in office rent expense included in “Selling, general and administrative” on our interim consolidated statements of operations related to a month-to-month sublease agreement with Blue Earth Resources, Inc. (“BERI”), an entity related to the Company through common management control for use of certain office space.

v3.24.3

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Oct. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 - COMMITMENTS AND CONTINGENCIES   Litigation   On September 18, 2023, Apex Funding Source, LLC (the “Lender”) filed a lawsuit in the Supreme Court of the State of New York, County of New York, naming Grasshopper Staffing, Inc. and Indeliving Holdings, Inc., both of which are wholly owned subsidiaries of the Company, as defendants in the suit. The action against our wholly owned subsidiaries is due to an alleged guarantee of a loan the Lender made to BERI, an entity related to the Company through common management control. The lawsuit is an action for BERI’s breach of a loan agreement and failure to pay $4,705,900 in principal and interest to the Lender when due. The lawsuit also named Scott M. Boruff, the CEO and Chairman of the Company’s Board of Directors, and Platinum Equity Advisors, LLC, the Company’s largest principal shareholder that is controlled by Julie Boruff, spouse of Scott M. Boruff, as defendants for their alleged guaranty of the BERI loan.   On April 18, 2024, the Lender filed a motion seeking partial summary judgment on its First Cause of Action against BERI and its Second Cause of Action against Scott M. Boruff in the amount of $4,705,900, plus their actual and reasonable attorneys’ fees. Neither the Company nor its subsidiaries were included in the motion seeking partial summary judgment.   In the event the Lender attempts to enforce the alleged guarantees against our subsidiaries, we believe we have valid defenses against such an action. In addition, both subsidiaries previously discontinued their operations and currently have no assets. In the judgement of the Company’s management, if the pending actions were adversely determined they would not have a material adverse effect on the Company.   Employment and Consulting Agreements   On January 31, 2024, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEO’s time, attention, skill and best efforts to the Company. At the discretion of the Board of Directors, the base fee may be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEO’s time commitment to the Company. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards and other benefits as approved by the Board of Directors.   On January 31, 2024, in connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the “Greenwood Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Mr. Greenwood a base salary at the rate of $102,000 per annum. The initial base salary is intended to compensate Mr. Greenwood for a devotion of up to forty percent (40%) of his time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $255,000 to better reflect the value of any future increases in Mr. Greenwood’s time commitment to the Company. In the event Mr. Greenwood’s employment with the Company is terminated without cause, Mr. Greenwood shall be entitled to a severance payment equal to his currently in effect base salary for one (1) full year. If Mr. Greenwood is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Greenwood shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Greenwood is eligible for equity awards and other benefits as approved by the Board of Directors.     On January 31, 2024, in connection with the appointment of Susan A. Reyes, MD as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the “Reyes Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Dr. Reyes a base salary at the rate of $24,000 per annum. The initial base salary is intended to compensate Dr. Reyes for a fractional devotion of her time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $92,000 to better reflect the value of any future increases in Dr. Reyes’ time commitment to the Company. In the event Dr. Reyes’ employment with the Company is terminated without cause, Dr. Reyes shall be entitled to a severance payment equal to her currently in effect base salary for one (1) full year. If Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary she is then earning. In addition, Dr. Reyes is eligible for equity awards and other benefits as approved by the Board of Directors.   On June 15, 2024, we entered into a Non-Employee Chief Strategy Officer Engagement Agreement (the “Contract CSO Agreement”) with Dustin M. Hillis to provide the services of Chief Strategy Officer to the Company for a term of three (3) years. The Company shall pay Mr. Hillis an annual base fee of $100,000, to be paid in equal monthly payments, and receive a grant of 1,000,000 shares of the Company’s common stock as a signing bonus. In addition to the base fee and stock grant, Mr. Hillis will be paid a commission on certain new and recurring business sales. Mr. Hillis is also eligible for discretionary bonuses, equity awards and other benefits as approved by the Board of Directors. If the Contract CSO Agreement is terminated by us without cause, or by Mr. Hillis for good reason, we are obligated to pay Mr. Hillis a severance equal to one month of base fee and any other earned but unpaid compensation due to him under the Contract CSO Agreement.

v3.24.3

SUBSEQUENT EVENTS	3 Months Ended
	Oct. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 - SUBSEQUENT EVENTS   On December 1, 2024, the Company entered into a three-year contractor agreement with Timothy Brady as its Chief Financial Officer. Mr. Brady will be paid a monthly base fee of $10,000. In addition, Mr. Brady shall receive a stock grant of 2 million shares of the Company’s common stock. The stock grant shall immediately become vested.    On December 5, 2024, the Company entered into a three-year contractor agreement with Theo Davis as its Chief Commercial Officer for its international business. Mr. Davies shall receive a stock grant of 2 million shares of the Company’s common stock. The stock grant shall immediately become vested. In addition, when Mr. Davies raises the first $1 million of equity for the Company, Mr. Davies will be paid a performance bonus of $70,000. When Mr. Davis achieves an international leadership hurdle of $1 million in EBITDA, Mr. Davies will have the option to purchase 1 million common shares of the Company’s stock for $0.1186 per share. This shall be valid for two years from the execution of the agreement. Commencing in October of 2025, Mr. Davis will be paid a monthly base fee of $8,333 per month. On December 9, 2024 the Company announced the appointment.

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Oct. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying interim consolidated financial statements include those of Healthcare Integrated Technologies, Inc. and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying interim consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to fairly present the financial position of the Company as of October 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended October 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2024 filed with the SEC on October 29, 2024.
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.
Allowance for Credit losses	Allowance for Credit losses   In accordance with ASC 326, Financial Instruments – Credit Losses, we recognize an allowance for credit losses on acquired financial assets with credit deterioration since origination. The allowance of credit losses is measured based on the Current Expected Credit Loss (CECL) model, which requires an estimate of the expected credit losses over the life of the financial asset. This estimate considers historical loss information, current conditions, and reasonable and supportable forecasts. The allowance for credit losses, if any, is recorded as a reduction to the carrying amount of the financial asset, with a corresponding charge to earnings.
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.
Restricted Cash	Restricted Cash   As of October 31, 2024, restricted cash includes cash received from investors prior to obtaining executed Common Stock Subscription Purchase Agreements (“SPAs”). The investors agreed to purchase 2,200,000 shares of our common stock at a purchase price of $0.10 per share. The executed SPAs were received subsequent to October 31, 2024. The proceeds received were recorded as Deposits on stock subscription agreements in the interim consolidated balance sheets.
Accounts Receivable	Accounts Receivable   Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.   Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.
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 on a straight-line basis over their expected useful lives, which approximate 20-years for patents, 3-years for internally developed software and 2-years for website related cost. Intangible assets that are subject to amortization are evaluated for impairment at least annually, and additionally whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss would be recognized for the amount by which the carrying value exceeds the fair value of the asset. We recognized a $15,678 intangible asset impairment charge during the three months ended October 31, 2024. There were not any intangible asset impairment charges recorded during the three months ended October 31, 2023.   Intangibles, net was $436,711 and $506,743 as of October 31, 2024 and July 31, 2024, respectively. See Note 3 - Intangibles, Net.
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, 2024 and July 31, 2024.
Related Parties	Related Parties   The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Revenue Recognition	Revenue Recognition   The Company’s revenue recognition policy is to recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.   Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. The agreements are generally non-cancellable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.
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 $17,685 and $2,668 for the three months ended October 31, 2024 and 2023, respectively, which are included in selling, general and administrative expenses on the interim consolidated financial statements.
Stock-Based Compensation	Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718.   Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expense is included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the interim consolidated statements of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid-in capital.   The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are expected to vest. See Note 9 - Stock-Based Compensation.
Income Taxes	Income Taxes   We use the asset and liability method of accounting for income taxes in accordance with Topic 740, “Income Taxes”. Under this method, income tax expense is recognized for the amount of: (1) taxes payable or refundable for the current year and (2) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.     ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Net Loss Per Common Share	Net Loss Per Common Share   We determine basic loss per share and diluted loss per share in accordance with the provisions of ASC 260, “Earnings Per Share.” Basic loss per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. The calculation of diluted income loss per share is similar to that of basic earnings per share, except the denominator is increased, if the earnings are positive, to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been exercised.
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.

v3.24.3

INTANGIBLES, NET (Tables)	3 Months Ended
	Oct. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLES ASSET	Intangibles, net consisted of the following at October 31, 2024 and July 31, 2024:  SCHEDULE OF INTANGIBLES ASSET     As of October 31, 2024             Accumulated     Reserve for             Cost     Amortization     Impairment     Net                             Software   $ 627,440     $ (261,433 )   $ -     $ 366,007   Patents     127,536       (16,297 )     (40,535 )     70,704   Website     8,785       (8,785 )     -       -   Total intangibles   $ 763,761     $ (286,515 )   $ (40,535 )   $ 436,711         As of July 31, 2024             Accumulated     Reserve for             Cost     Amortization     Impairment     Net                             Software   $ 627,440     $ (209,147 )   $ -     $ 418,293   Patents     165,411       (19,112 )     (57,849 )     88,450   Website     8,785       (8,785 )     -       -   Total intangibles   $ 801,636     $ (237,044 )   $ (57,849 )   $ 506,743
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE	SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE            2025   $ 161,642   2026     212,335   2027     3,188   2028     3,188   2029     3,188   Thereafter     53,170   Total expected amortization expense   $ 436,711

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Oct. 31, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Accounts payable and accrued expenses consisted of the following at October 31, 2024 and July 31, 2024:  SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES     October 31, 2024     July 31, 2024   Accounts payable   $ 45,967     $ 51,151   Accrued expenses     15,000       55,800   Accrued interest expense     79,515       75,833   Accounts payable and accrued expenses     140,482       182,784                     Accounts payable, related party     15,690       30,925   Accrued expenses, related party     95,557       151,386   Accrued interest expense, related party     15,839       5,583   Accounts payable and accrued expenses, related party     127,086       187,894                     Total accounts payable and accrued expenses   $ 267,568     $ 370,678

v3.24.3

PAYROLL RELATED LIABILITIES (Tables)	3 Months Ended
	Oct. 31, 2024
Other Liabilities Disclosure [Abstract]
SCHEDULE OF PAYROLL RELATED LIABILITIES	Payroll related liabilities consisted of the following at October 31, 2024 and July 31, 2024:  SCHEDULE OF PAYROLL RELATED LIABILITIES      October 31, 2024     July 31, 2024   Accrued officers’ payroll   $ 17,224     $ -   Payroll taxes payable     24,224       16,637   Total payroll related liabilities   $ 41,448     $ 16,637

v3.24.3

NOTES PAYABLE (Tables)	3 Months Ended
	Oct. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF DEBT OBLIGATIONS	We had the following debt obligations reflected at their respective carrying values on our interim consolidated balance sheets as of October 31, 2024 and July 31, 2024:  SCHEDULE OF DEBT OBLIGATIONS     October 31, 2024     July 31, 2024   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

v3.24.3

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Oct. 31, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY	The following table summarizes our options and warrant activity for the three months ended October 31, 2024 and fiscal year ended July 31, 2024:  SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY     October 31, 2024     July 31, 2024       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     $ 0.21       6,350,000     $ 0.24   Granted     -       -       1,250,000       0.07   Expired / Cancelled     (600,000 )     0.15       1,250,000       0.23   Balance at end of period     5,750,000     $ 0.22       6,350,000     $ 0.21   Options and warrants exercisable     5,750,000     $ 0.22       6,350,000     $ 0.21
SCHEDULE OF RESTRICTED STOCK ACTIVITY	The following table summarizes our restricted stock activity for the three months ended October 31, 2024 and fiscal year ended July 31, 2024:  SCHEDULE OF RESTRICTED STOCK ACTIVITY     October 31, 2024     July 31, 2024   Balance at beginning of period     4,000,000       2,282,031   Granted     5,000,000       3,100,000   Expired / Cancelled     (200,000 )     -   Released     (1,750,000 )     (1,382,031 ) Balance at end of period     7,050,000       4,000,000

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2024
Property, Plant and Equipment [Line Items]
Issuance of shares	2,200,000
Share price	$ 0.10
Cash FDIC insured amount	$ 250,000
Intangible asset impairment charge	15,678
Intangibles, net	436,711		$ 506,743
Derivative liabilities	0		0
Advertising and marketing costs	$ 17,685	$ 2,668
Patents [Member]
Property, Plant and Equipment [Line Items]
Expected useful lives	20 years
Intangibles, net	$ 70,704		88,450
Computer Software, Intangible Asset [Member]
Property, Plant and Equipment [Line Items]
Expected useful lives	3 years
Intangibles, net	$ 366,007		$ 418,293
Website Related Cost [Member]
Property, Plant and Equipment [Line Items]
Expected useful lives	2 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Expected useful lives	2 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Expected useful lives	20 years

v3.24.3

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (684,138)	$ (228,500)	$ (702,486)

v3.24.3

SCHEDULE OF INTANGIBLES ASSET (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Cost	$ 763,761	$ 801,636
Accumulated Amortization	(286,515)	(237,044)
Reserve for Impairment	(40,535)	(57,849)
Net	436,711	506,743
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	627,440	627,440
Accumulated Amortization	(261,433)	(209,147)
Reserve for Impairment
Net	366,007	418,293
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	127,536	165,411
Accumulated Amortization	(16,297)	(19,112)
Reserve for Impairment	(40,535)	(57,849)
Net	70,704	88,450
Website[Member]
Finite-Lived Intangible Assets [Line Items]
Cost	8,785	8,785
Accumulated Amortization	(8,785)	(8,785)
Reserve for Impairment
Net

v3.24.3

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details)	Oct. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 161,642
2026	212,335
2027	3,188
2028	3,188
2029	3,188
Thereafter	53,170
Total expected amortization expense	$ 436,711

v3.24.3

INTANGIBLES, NET (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 54,354	$ 55,697
Intangible asset, weighted average useful life	5 years
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset, useful lives	2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset, useful lives	20 years

v3.24.3

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Defined Benefit Plan Disclosure [Line Items]
Total accounts payable and accrued expenses	$ 267,568	$ 370,678
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	45,967	51,151
Accrued expenses	15,000	55,800
Accrued interest expense	79,515	75,833
Accounts payable and accrued expenses	140,482	182,784
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	15,690	30,925
Accrued expenses	95,557	151,386
Accrued interest expense	15,839	5,583
Accounts payable and accrued expenses	$ 127,086	$ 187,894

v3.24.3

SCHEDULE OF PAYROLL RELATED LIABILITIES (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Other Liabilities Disclosure [Abstract]
Accrued officers’ payroll	$ 17,224
Payroll taxes payable	24,224	16,637
Total payroll related liabilities	$ 41,448	$ 16,637

v3.24.3

NOTE PAYABLE, RELATED PARTY (Details Narrative) - Platinum Equity Advisors LLC [Member] - USD ($)	Jun. 12, 2024	Oct. 31, 2024	Jul. 31, 2024
Defined Benefit Plan Disclosure [Line Items]
Unsecured promissory note	$ 410,207	$ 410,207
Interest rate	10.00%
Accrued interest	$ 20,510	$ 15,839	$ 5,583
Maturity date	Dec. 12, 2024

v3.24.3

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

v3.24.3

NOTES PAYABLE (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Aug. 11, 2020	Mar. 31, 2018	Oct. 31, 2024	Jul. 31, 2024
Acorn Management Partners LLC [Member]
Short-Term Debt [Line Items]
Debt interest rate	6.00%
Unpaid interest			$ 12,669	$ 11,919
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%
Unpaid interest			$ 66,845	$ 63,914
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			175,000
5% Convertible Promissory Notes [Member] | Debt Default [Member]
Short-Term Debt [Line Items]
Accrued interest expense			$ 66,845

v3.24.3

COMMON STOCK (Details Narrative) - USD ($)														3 Months Ended		12 Months Ended
	Oct. 31, 2024	Oct. 29, 2024	Oct. 25, 2024	Oct. 24, 2024	Oct. 22, 2024	Oct. 19, 2024	Oct. 18, 2024	Oct. 10, 2024	Oct. 08, 2024	Sep. 26, 2024	Sep. 20, 2024	Sep. 01, 2024	Aug. 25, 2024	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares outstanding	105,204,936													105,204,936		79,853,696
Private placement of shares														2,200,000
Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares													1,000,000
Shares issued, price per share													$ 0.0675
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares			281,240			250,000						250,000
Shares issued, price per share			$ 0.10			$ 0.033						$ 0.035
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares						500,000
Shares issued, price per share						$ 0.033
Chief Strategy Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares		1,000,000
Shares issued, price per share		$ 0.10
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares														22,320,000		5,500,000
Shares issued during the period for services															1,000,000	1,100,000
Stock issued for conversion of debt																570,344
Common Stock [Member] | Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares	1,000,000	1,000,000	6,520,000	2,300,000	2,000,000		1,000,000	3,500,000	2,000,000	1,000,000	1,000,000
Shares issued, price per share	$ 0.10	$ 0.10	$ 0.10	$ 0.10	$ 0.10		$ 0.10	$ 0.10	$ 0.10	$ 0.10	$ 0.10			$ 0.10
Proceeds from issuance of private placement	$ 100,000	$ 100,000	$ 652,000	$ 230,000	$ 200,000		$ 100,000	$ 350,000	$ 200,000	$ 100,000	$ 100,000
Common Stock [Member] | Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares														281,240		3,385,154
Common Stock [Member] | Vesting of Stock Grant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares														2,750,000		1,282,031
Common Stock [Member] | Notes Payable, Other Payables [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Private placement of shares														25,351,240		11,837,529

v3.24.3

SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY (Details) - Stock Options and Warrants [Member] - $ / shares	3 Months Ended	12 Months Ended
	Oct. 31, 2024	Jul. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options and warrants, beginning balance	6,350,000	6,350,000
Weighted average exercise price, beginning balance	$ 0.21	$ 0.24
Number of shares, options and warrants granted		1,250,000
Weighted average exercise price, granted		$ 0.07
Number of shares, options and warrants expired / cancelled	(600,000)	(1,250,000)
Weighted average exercise price, expired / cancelled	$ 0.15	$ 0.23
Number of shares, options and warrants expired / cancelled	600,000	1,250,000
Number of options and warrants, ending balance	5,750,000	6,350,000
Weighted average exercise price, ending balance	$ 0.22	$ 0.21
Number of options and warrants exercisable, ending balance	5,750,000	6,350,000
Weighted average exercise price, exercisable, ending balance	$ 0.22	$ 0.21

v3.24.3

SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - shares	3 Months Ended	12 Months Ended
	Oct. 31, 2024	Jul. 31, 2024
Share-Based Payment Arrangement [Abstract]
Balance at beginning of period	4,000,000	2,282,031
Granted	5,000,000	3,100,000
Expired / Cancelled	(200,000)
Released	(1,750,000)	(1,382,031)
Balance at end of period	7,050,000	4,000,000

v3.24.3

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 256,382	$ 21,942
Stock Options and Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 0	$ 6,706
Fair value of stock options and warrants, grant	388,025	7,305
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 80,132	$ 15,236

v3.24.3

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended
	Jun. 12, 2024	Oct. 31, 2024	Jul. 31, 2024	Aug. 01, 2023
Related Party Transaction [Line Items]
Rent expenses		$ 10,119
Contract CEO Agreement [Member] | Platinum Equity Advisors LLC [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued liabilities		95,556	$ 151,386
Platinum Equity Advisors LLC [Member]
Related Party Transaction [Line Items]
Ownership percentage				100.00%
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued expenses, related party		15,690	30,925
Accounts payable and accrued liabilities		127,086	187,894
Platinum Equity Advisors LLC [Member]
Related Party Transaction [Line Items]
Principal amount	$ 410,207	410,207
Maturity date	Dec. 12, 2024
Unpaid interest	$ 20,510	$ 15,839	$ 5,583

v3.24.3

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)					3 Months Ended
	Jun. 15, 2024	Apr. 18, 2024	Jan. 31, 2024	Sep. 18, 2023	Oct. 31, 2024
Litigation		$ 4,705,900		$ 4,705,900
Shares issued for cash, shares					2,200,000
Scott M. Boruff [Member] | Contract CEO Agreement [Member]
Base salary description			we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEO’s time, attention, skill and best efforts to the Company. At the discretion of the Board of Directors, the base fee may be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEO’s time commitment to the Company. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards and other benefits as approved by the Board of Directors.
Annual base salary			$ 102,000
Annual base salary			$ 306,000
Mr. Greenwood [Member] | Employment Agreement [Member]
Base salary description			in connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the “Greenwood Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Mr. Greenwood a base salary at the rate of $102,000 per annum. The initial base salary is intended to compensate Mr. Greenwood for a devotion of up to forty percent (40%) of his time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $255,000 to better reflect the value of any future increases in Mr. Greenwood’s time commitment to the Company. In the event Mr. Greenwood’s employment with the Company is terminated without cause, Mr. Greenwood shall be entitled to a severance payment equal to his currently in effect base salary for one (1) full year. If Mr. Greenwood is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Greenwood shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Greenwood is eligible for equity awards and other benefits as approved by the Board of Directors.
Annual base salary			$ 102,000
Annual base salary			$ 255,000
Dr. Reyes [Member] | Employment Agreement [Member]
Base salary description			in connection with the appointment of Susan A. Reyes, MD as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the “Reyes Employment Agreement”) with an initial term of three (3) years. Effective as of August 1, 2023, the Company shall pay Dr. Reyes a base salary at the rate of $24,000 per annum. The initial base salary is intended to compensate Dr. Reyes for a fractional devotion of her time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $92,000 to better reflect the value of any future increases in Dr. Reyes’ time commitment to the Company. In the event Dr. Reyes’ employment with the Company is terminated without cause, Dr. Reyes shall be entitled to a severance payment equal to her currently in effect base salary for one (1) full year. If Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary she is then earning. In addition, Dr. Reyes is eligible for equity awards and other benefits as approved by the Board of Directors.
Annual base salary			$ 24,000
Annual base salary			$ 92,000
Dustin M. Hillis [Member] | Contract CSO Agreement [Member]
Base salary description	we entered into a Non-Employee Chief Strategy Officer Engagement Agreement (the “Contract CSO Agreement”) with Dustin M. Hillis to provide the services of Chief Strategy Officer to the Company for a term of three (3) years. The Company shall pay Mr. Hillis an annual base fee of $100,000, to be paid in equal monthly payments, and receive a grant of 1,000,000 shares of the Company’s common stock as a signing bonus. In addition to the base fee and stock grant, Mr. Hillis will be paid a commission on certain new and recurring business sales. Mr. Hillis is also eligible for discretionary bonuses, equity awards and other benefits as approved by the Board of Directors. If the Contract CSO Agreement is terminated by us without cause, or by Mr. Hillis for good reason, we are obligated to pay Mr. Hillis a severance equal to one month of base fee and any other earned but unpaid compensation due to him under the Contract CSO Agreement.
Annual base salary	$ 100,000
Shares issued for cash, shares	1,000,000

v3.24.3

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
	Dec. 05, 2024	Dec. 01, 2024	Oct. 31, 2024	Jul. 31, 2024
Subsequent Event [Line Items]
Shares issued for cash, shares			2,200,000
Common Stock [Member]
Subsequent Event [Line Items]
Shares issued for cash, shares			22,320,000	5,500,000
Subsequent Event [Member] | Contractor Agreement [Member]
Subsequent Event [Line Items]
Increase in equity	$ 1,000,000
EBTIDA	1,000,000
Base fee per month	8,333
Subsequent Event [Member] | Contractor Agreement [Member] | Deferred Bonus [Member]
Subsequent Event [Line Items]
Performance bonus	$ 70,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Debt base fee.		$ 10,000
Stock granted		2,000,000
Subsequent Event [Member] | Common Stock [Member] | Contractor Agreement [Member]
Subsequent Event [Line Items]
Stock granted	2,000,000
Shares issued for cash, shares	1,000,000
Price per share	$ 0.1186

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