~~[X]~~ ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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

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 ~~[X]~~ ☒

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 ~~[X]~~☐

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 ~~[X]~~ ☒

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-K or any amendment to this Form 10-K. ~~[ ]~~☐

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.

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. ~~[ ]~~☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the registrant’s common stock on January 31, ~~2020~~2023 (the last business day of the registrant’s most recently completed second quarter), as reported on the OTC Pink market, was approximately ~~$12,995,000.~~$5,182,437. As of ~~October 16, 2020,~~November 13, 2023, there were ~~36,637,235~~69,298,198 shares of common stock of the registrant outstanding.

This Annual Report on Form 10-K (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 Annual 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 Forms 10-Q and 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 Annual 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 Annual Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual 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 Annual Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of 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” below.

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,~~SafeSpace™ with AI Vision™, is an ambient fall detection solution designed for continuing care communities and at home use. SafeSpace includes ~~wall mounted~~hardware devices utilizing RGB, radar and other sensor technology ~~and state of the art~~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 ~~SafeSpace,~~our current product offerings, we are ~~creating~~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.

The Company has had three distinct businesses. First, we were incorporated in the state of Nevada on June 25, 2013 as Tomichi Creek Outfitters, aiming to provide professionally guided big game hunts in Sargents, Colorado which is approximately four hours southwest from Denver. This area of the country is home to trophy size Elk and Mule Deer. Our secondary business included offering guided scenic tours on the western slopes of the Rocky Mountains. Every season offers a diversified plethora of wildlife and stunning scenic views. Our Chief Executive Officer (“CEO”) and sole director at that time was Jeremy Gindro. These operations were discontinued in 2015.

Second, on March 2, 2015, the Company entered into a Business Acquisition Agreement and share exchange under which we acquired the business and assets of Grasshopper Staffing, Inc. (“Grasshopper Colorado”), formed in the state of Colorado on January 13, 2015. The exchange for $10,651 was represented by 250,000 shares of the Company’s common stock in exchange for all the outstanding shares of Grasshopper Colorado. The assets purchased include the trademark and website, office supplies and office furniture. On November 2, 2015 we filed a Certificate of Amendment to our Articles of Incorporation changing the name of our Company from Tomichi Creek Outfitters to Grasshopper Staffing, Inc. Grasshopper Colorado was operating as a ~~wholly-owned~~wholly owned subsidiary of the Company and was the primary operation of our business until the acquisition of IndeLiving Holdings Inc., on March 13, 2018. Our management consisted of Melanie Osterman as CEO, and Jeremy Gindro who was our sole director. The operations of Grasshopper Colorado were discontinued in February 2019.

Third, we acquired IndeLiving Holdings, Inc. (“IndeLiving”) on March 13, 2018 and changed our name to Healthcare Integrated Technologies, Inc. Our current operations are described ~~above.~~in the above “Overview” section. With the acquisition of IndeLiving, we had another change in management, and Scott M. Boruff became our CEO and ~~sole director~~Chairman of the ~~Company.~~Board of Directors.

None of our employees are represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages and we consider our relationship with our employees to be good.

Our objectives surrounding human capital resources include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes of our equity incentive plan are to attract, retain and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder value and promote the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

We electronically file certain documents with the Securities and Exchange Commission (the SEC). We file annual reports on Form 10-K; quarterly reports on Form 10-Q; and current reports on Form 8-K (as appropriate); along with any related amendments and supplements thereto. From time-to-time, we may also file registration statements and related documents in connection with equity or debt offerings. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.

The success of any investment activity is influenced by general economic and financial conditions, all of which are beyond the control of the Company. These conditions, such as the recent global economic ~~crisis~~concerns and significant downturns in the financial markets, may materially adversely affect our operating results, financial condition and ability to implement our business strategy and/or meet our return objectives.

The recent global outbreak of COVID-19 (more commonly known as the Coronavirus) has disrupted economic markets and the prolonged economic impact is uncertain. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Many manufacturers of goods in China and other countries have seen a downturn in production due to the suspension of business and temporary closure of factories in an attempt to curb the spread of the illness. As the impact of the Coronavirus spreads to other parts of the world, similar impacts may occur with respect to affected countries.

The Company’s industry is highly competitive and we have less capital and resources than many of our competitors, which may give them an advantage in developing and marketing products similar to ours or make our products ~~obsolete.~~obsolete

We are involved in a highly competitive industry where we may compete with numerous other companies who offer alternative methods or approaches, who may have far greater resources, more experience, and personnel ~~perhaps~~ more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products similar to ours or products that make our products obsolete. There can be no assurance that we will be able to successfully compete against these other entities.

The Company may be unable to respond to the rapid technological change in its industry and such change may increase costs and competition that may adversely affect its business

Rapidly changing technologies, frequent new product and service introductions and evolving industry standards characterize the Company’s market. The continued growth of the ~~Internet~~internet and intense competition in the Company’s industry exacerbate these market characteristics. The Company’s future success will depend on its ability to adapt to rapidly changing technologies by continually improving the performance features and reliability of its products and services. The Company may experience difficulties that could delay or prevent the successful development, introduction or marketing of its products and services. In addition, any new enhancements must meet the requirements of its current and prospective users and must achieve significant market acceptance. The Company could also incur substantial costs if it needs to modify its products and services or infrastructures to adapt to these changes.

The Company also expects that new competitors may introduce products, systems or services that are directly or indirectly competitive with the Company. These competitors may succeed in developing products, systems and services that have greater functionality or are less costly than the Company’s products, systems and services, and may be more successful in marketing such products, systems and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing software. These changes reduce the Company’s cost of providing services but also facilitate increased competition by reducing competitors’ costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.

The Company’s services are new and its industry is ~~evolving.~~evolving

You should consider the Company’s ~~prospects~~viability by considering the risks, uncertainties and difficulties frequently encountered by companies in their early stage of development. To be successful in this industry, the Company must, among other things:

The Company cannot guarantee that it will succeed in achieving these goals, and its failure to do so would have a material adverse effect on its business, prospects, financial condition and operating results.

The Company’s products and services are new and are in the early stages of development. The Company is not certain that these products and services will function as anticipated or be desirable to its intended market. Also, some of the Company’s products and services may have limited functionalities, which may limit their appeal to consumers and put the Company at a competitive disadvantage. If the Company’s current or future products and services fail to function properly or if the Company does not achieve or sustain market acceptance, it could lose customers or could be subject to claims which could have a material adverse effect on the ~~Company~~Company’s business, financial condition and operating results.

Our business strategy may result in increased volatility of future revenues and earnings. As we will only develop a limited number of products and services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered.

Our potential revenues and our profitability may be adversely affected by economic conditions and changes in the market. Our business is also subject to general economic risks that could adversely impact the results of operations and financial condition.

Because of the anticipated nature of the products and services that we will attempt to develop, it is difficult to accurately forecast revenues and operating results and these items could fluctuate in the future due to several factors. These factors may include, among other things, the following:

Our independent auditors’ report for the fiscal years ended July 31, ~~2020~~2023 and ~~2019~~2022 have expressed doubts about our ability to continue as a going concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in our audited annual financial statements as of and for the years ended July 31, ~~2020~~2023 and ~~2019~~2022, our independent auditors included a ~~note to our financial statements~~going concern qualification in their report regarding concerns about our ability to continue as a going concern. We have incurred recurring losses and have generated limited revenue since inception. These factors and our need for additional financing to effectively execute our business plan raise substantial doubt about our ability to continue as a going concern. The presence of the going concern note to our financial statements may have an adverse impact on the relationships we are developing and plan to develop with third parties as we continue the commercialization of our products and could make it challenging and difficult for us to raise additional financing, all of which could have a material adverse impact on our business and prospects and result in a significant or complete loss of your investment.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s future financial condition, liquidity, and results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021.

Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.

The markets for the healthcare and senior monitoring industries are competitive and evolving. We face strong competition from larger companies that may be in the process of offering similar products and services to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases than we have ~~(or may be expected~~or expect to ~~have).~~have in the near future.

Given the rapid changes affecting the global, national, and regional economies generally, and the healthcare industry specifically, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any market, legal and regulatory changes as well as competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition, operating results, liquidity and cash flow.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent ~~fraud. Any ability~~fraud, and any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the future trading price of our common ~~stock.~~stock

Effective internal control is necessary for us to provide reliable financial ~~reports~~reporting and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital.

We currently have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and ~~application~~accounting principles generally accepted in the United States of ~~US GAAP~~America (“U.S. GAAP”) and ~~SEC~~the United States Securities and Exchange Commission (the “SEC”) disclosure requirements. Additionally, there is a lack of formal process and timeline for closing the books and records at the end of each reporting period and such weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

Because of the Company’s limited resources, there are limited controls over information processing. There is inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional qualified staff.

The Company’s failure to continue to attract, train, or retain highly qualified personnel could harm the ~~company’s business.~~Company’s business

The Company’s success also depends on the Company’s ability to attract, train, and retain qualified personnel, specifically those with management and product development skills. In particular, the Company must hire additional skilled personnel to further the Company’s research and development efforts. Competition for such personnel is intense. If the Company fails in attracting new personnel, or retaining and motivating the Company’s current personnel, the Company’s business could be harmed.

Because we will likely issue additional shares of our common stock, investment in our Company could be subject to substantial ~~dilution.~~dilution

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are currently authorized to issue 200,000,000 shares of common stock, $0.001 par value per share. As of ~~October 16, 2020,~~November 13, 2023, there were ~~36,637,235~~69,298,198 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in ~~our company’s~~the Company’s common stock could seriously decline in value.

Trading in our common stock on the OTC Pink has been subject to wide ~~fluctuations.~~fluctuations

Our common stock is currently quoted for public trading on the OTC ~~Pink.~~Pink market. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to several factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

Our Certificate of Incorporation and ~~by-laws~~By-Laws provides for indemnification of officers and directors at our expense and limit their liability, which may result in a major cost to us and hurt the interests of our shareholders ~~because~~due to corporate resources ~~may be~~being expended for the benefit of officers and/or ~~directors.~~directors

Our Certificate of Incorporation and By-Laws include provisions that fully eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Nevada or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Nevada law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.

We do not intend to pay dividends on any investment in the shares of common stock of our Company and any gain on an investment in our Company will need to come through an increase in our stock’s price, which may never ~~happen.~~happen

We have never paid any cash dividends on our common stock, and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the ~~stock’s price.~~price of our common shares. This may never occur and investors may lose all their investment in our company.

Because our securities are subject to penny stock rules, you may have difficulty reselling your ~~shares.~~shares

Our shares, as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our company’s securities, including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission.

These rules require brokers who sell “penny stocks” to persons other than established customers and “accredited investors” to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our ~~stock.~~stock

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

There could be unidentified risks involved with an investment in our securities

The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in ~~the~~our securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe this information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire ~~prospectus~~Annual Report and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.

The Company is currently not involved in any litigation that the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations. On January 2, 2020, a sworn account lawsuit was filed against our IndeLiving Holdings, Inc. (“IndeLiving”) subsidiary and our CEO Scott M. Boruff by our previous Certified Public Accounting Firm, RBSM LLP demanding payment of $28,007 for services rendered. We have filed our Answer and IndeLiving filed a breach of contract Counterclaim on February 24, 2020 demanding repayment of a $7,500 retainer paid to RBSM LLP by IndeLiving for services that we allege were not provided. Given the early state of the proceedings in this case, we currently cannot assess the probability of losses, but we can reasonably estimate that the range of losses in this case will be immaterial since the full amount of the lawsuit has previously been recorded in the consolidated financial statements.

ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the OTC Pink market under the symbol “HITC”. The OTC Pink market is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities.

The following table shows, for the periods indicated, the high and low bid prices per share of the Company’s common Stock as reported by the OTC Pink quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions.

As of ~~October 16, 2020,~~November 13, 2023, there were 6269 stockholders of record. Because shares of the Company’s common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of the Company’s shares is larger than the number of stockholders of record.

We have never declared or paid dividends on our common stock. We do not intend to declare dividends in the foreseeable future because we anticipate that we will reinvest any future earnings into the development and growth of our business. Any decision as to the future payment of dividends will depend on our results of operations and financial position and such other factors as our Board of Directors in its discretion deems relevant.

The Company does not have in effect any compensation plans under which the Company’s equity securities are authorized for issuance.

Our transfer agent is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, NY 11598.

During the years ended July 31, ~~2020~~2023 and ~~2019,~~2022, we have not issued any securities which were not registered under the Securities Act and not previously disclosed in the Company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

~~During the years ended July 31, 2020 and 2019, there were no repurchases of the Company’s common stock by the Company.~~None.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

THE FOLLOWING DISCUSSION OF OUR PLAN OF ~~OPERATION~~OPERATIONS 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 discussion summarizes the significant factors affecting the consolidated financial statements, financial condition, liquidity, and cash flows of Healthcare Integrated Technologies, Inc, for the fiscal years ended July 31, ~~2020~~2023 and ~~2019~~2022 and the interim periods included herein. The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes included elsewhere in this Form 10-K.

~~We are~~Healthcare Integrated Technologies, Inc. and its subsidiaries is a healthcare technology company based in Knoxville, Tennessee. ~~Our business is~~We are creating a diversified spectrum of healthcare technology solutions to integrate and automate the continuing care, home care and professional healthcare spaces. Since the acquisition of our IndeLiving subsidiary in March 2018, we changed our business focus to the healthcare technology sector and discontinued the operations of our Grasshopper Colorado subsidiary in February 2019.

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

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 ~~our~~ future product offerings and adding talented individuals to our management team. ~~In addition, we reduced our debt obligations by converting certain 5% Convertible Promissory Notes it into common stock.~~ Highlighted achievements for the fiscal year ended July 31, ~~2020~~2023 include:

We had no revenues in fiscal 2023 or 2022. Our healthcare technology business is not currently producing revenue as we continue to develop, test, evaluate and refine our products.

Our only source of revenue in fiscal 2019 was derived from our Grasshopper Colorado subsidiary, the operations of which were discontinued in February 2019. We had no revenues in fiscal 2020. The net loss incurred by Grasshopper Colorado is presented separately as discontinued operations.

~~Loss from our Grasshopper Colorado subsidiary’s discontinued operations consisted of the following at July 31, 2020 and 2019:~~

~~An analysis or discussion of our revenues does not provide any useful information since we discontinued the operations of our only revenue source during fiscal 2019.~~

The table below presents a comparison of our ~~selling, general and administrative~~operating expenses for the years ended July 31, ~~2020~~2023 and ~~2019:~~2022:

Officers’ Salaries - Officers’ salaries, net of capitalized amounts, decreased $9,900 from 2022, or 2%. The decrease resulted from a bonus being paid to our CFO in 2022.

Professional Fees - Professional fees increased $51,666, or 55%, over the 2022 amount. In 2023, expense for outside consultants increased $31,860, legal fees increased $17,224, and transfer agent and Edgar/XBRL processing fees increased $4,358. The increases were partially offset by a decrease in accounting fees of $1,776 over the 2022 amount.

Advertising and Marketing - Advertising and marketing expense decreased $30,351, or 83%, over 2022. The decrease is primarily due to a contract sales and marketing position in 2022 that was eliminated in 2023.

Amortization - Amortization expense increased $5,670, or 51%, over the same period in the prior year. The increase primarily results from the abandonment of a patent in 2023.

Other - Other expense decreased $7,087, or 42%, over the same period in the prior year. The decrease primarily relates to lower travel and entertainment related expenses in 2023.

Stock-based Compensation - Stock-based compensation expense decreased $186,495, or 39%, from the same period in the prior year. The decrease results from a 2023 reduction in the amortization of the grant date fair value of employee stock options granted to our CEO, CFO and CTO, and a restricted stock grant to our CFO. The decreases were partially offset by the expense related to the issuance of new shares and restricted stock grants to outside consultants.

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

Interest Expense - Interest expense decreased $30,282, or 7%, over the same period in the prior year. The decrease primarily resulted from a decrease in the amortization of debt discount related to the AJB Note 2 as it became fully amortized in the third quarter of 2023. The decrease was partially offset by an increase in the monthly coupon interest on the larger principal balance and fees associated with extending the maturity date of the AJB Note 2.

~~Officer’s salaries were $423,371~~Change in ~~fiscal 2020, representing an increase~~Fair Value of ~~$86,406 over~~Derivative Liability - The change in the ~~fiscal 2019 amount. The increase in Officer’s salaries results from the hiring of our new CFO and CTO during the period.~~

~~Stock-based compensation increased $113,103 over the prior fiscal year. The increase is a result~~fair value of the ~~addition~~derivative liabilities associated with our AJB Capital notes reflects a current period gain of the expense related to stock option and restricted stock grants to our new CFO and CTO during the period. Fiscal 2019 stock-based compensation consisted entirely of the expense related to stock options previously granted to our CEO.

~~Advertising, marketing and product demonstration expenses decreased $23,264~~$76,451 as compared to a gain of $224,667 in the ~~fiscal 2019 amount.~~prior year. The ~~net decrease is~~current year gain resulted from the result of a reduction in sales force payroll expense of $54,274 and a reduction in product demonstration expense of $11,171, which were partially offset by an increase in advertising and marketing expenses of $42,180. The increase in advertising and marketing expense is primarily related to the BrandMETTLE agreement discussed above.

Professional fees increased $66,142 in fiscal 2020 as compared to fiscal 2019. The increase is primarily related to the audit, legal and other professional fees associated with the filing of our comprehensive annual report in March 2020.

Interest expense increased $1,831 for fiscal 2020 as compared to fiscal 2019. Interest expense is primarily related our 5% Convertible Promissory Notes. The net increase in interest expense is due to the compounding impactelimination of the ~~interest calculation, which~~derivative liability on the AJB Capital note when it was ~~partially offset by a decrease~~paid off in ~~the expense from the conversion~~June of ~~certain notes in the last month of the fiscal period.~~2023.

The following table summarizes our working capital for the fiscal years ending July 31, ~~2020~~2023 and ~~2019:~~2022:

Current assets for the year ended July 31, ~~2020 increased~~2023 decreased $3,164 as compared to the fiscal year ended July 31, ~~2019~~2022. The increase is due to ~~an increase~~a decrease in cash and cash equivalents and the amortization of prepaid ~~legal fees resulting from the issuance of common stock for cash and prepaid legal services.~~expenses.

Current liabilities for the year ended July 31, ~~2020 also increased~~2023 decreased $1,583,975 as compared to the fiscal year ended July 31, ~~2019.~~2022. The ~~increase~~decrease is primarily due to ~~an increase~~the reduction in accrued ~~officer’s payroll, which was~~compensation related to executive compensation agreements being wholly or partially ~~offset by a net decrease~~paid in ~~related party~~common stock during 2023. Additional decreases in accounts payable and accrued expenses, short-term debt, and ~~a decrease in our 5% convertible promissory notes and related accrued interest expense due to conversion~~the elimination of the ~~notes into common stock.~~derivate liability associated with debt that was paid off during the period contributed to the overall decrease.

~~Since we discontinued the operations of our Grasshopper Colorado subsidiary in February 2019, we no longer~~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, amortization of debt discount, and changes in fair value of assets and liabilities, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was ~~$188,655~~$106,203 for the year ended July 31, ~~2020~~2023 as compared to ~~$99,443~~$212,177 for the year ended July 31, ~~2019.~~2022. The ~~increase~~$105,974 decrease in cash used by operating activities during ~~fiscal 2020~~2023 is primarily attributable to accrued interest expense and professional fees and an overall effort by management to reduce operating costs.

Net cash used by investing activities was $27,560 and $32,690 for the years ended July 31, 2023 and 2022, respectively. The amount is comprised of cash paid for ~~audit, legal and other professional fees associated with~~ the filing of patent applications and for the development of software for our ~~comprehensive annual report in March 2020.~~internal use.

Net cash provided by financing activities was ~~$266,022~~$133,123 for the year ended July 31, ~~2020,~~2023, which ~~represented~~represents a ~~$332,756 increase~~$101,352 decrease over ~~the net cash used by financing activities in~~ the prior year. ~~During~~New loan proceeds decreased $133,317 in 2023 over the ~~period,~~2022 amount and in 2023 we ~~raised $295,000 from~~repaid an additional $246,070 in debt over the ~~sale of common stock in multiple private transactions as described above. In addition, we raised $41,667 through~~2022 debt ~~issuances and $77,416 in short-term loans from related parties.~~repayments. The ~~amounts~~decreases were partially offset by ~~$147,395~~a 2023 increase in ~~payments made for amounts owed to related parties. In fiscal year 2019, we raised~~ cash ~~exclusively~~received from ~~short-term loans from related parties.~~common stock subscriptions of $275,000 over the 2022 amount.

At this time, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from debt ~~financing~~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 July 31, ~~2020.~~2023.

We have a history of losses, an accumulated deficit, a 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, ~~2020, 2019, 2018, 2017~~2023 and ~~2016.~~2022. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. We intend on financing our future activities and working capital needs largely from the sale of private and/or public equity securities with additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise capital.

Our consolidated financial statements and related public financial information are based on the application of ~~accounting principles generally accepted in the United States (“~~U.S. ~~GAAP”).~~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.

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.

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.

~~We prepare our~~The preparation of consolidated financial statements in conformity with U.S. ~~GAAP. These principals require~~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. ~~Management believes that these estimates are reasonable and have been discussed with the Board; however, actual~~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 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 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.

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, ~~from its undiscounted cash flows,~~ an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. ~~When fair values~~

Options, warrants, convertible notes, or other contracts, if any, are ~~not available, we estimate~~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 ~~using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery~~ of the ~~assets. We did not recognize any impairment losses~~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 ~~any periods presented.~~as a single, compound derivative instrument.

~~We issue options and warrants~~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 ~~consultants, directors, and officers as compensation for services. These options and warrants~~reclassification are ~~valued using~~reclassified to liability at the ~~Black-Scholes model, which focuses~~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, ~~price~~including evaluating the instrument’s contingent exercise and settlement provisions.

We utilize a binomial option pricing model to compute the ~~volatility of moves to predict the likelihood of future stock moves. This method of valuation is typically used to estimate the~~fair value of ~~stock options~~the derivative liability and ~~warrants based on~~to mark to market the ~~price~~fair value of the ~~underlying stock.~~

~~Fair~~derivative at each balance sheet date. We record the change in the fair value ~~estimates used in preparation~~ of the ~~financial~~derivative as other income or expense in the consolidated statements ~~are based upon certain market assumptions and pertinent information available to management. The respective carrying value~~ of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable, note payable and amounts due to related parties. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.operations.

~~We adopted~~Revenue is recognized under ASC 606, ~~effective January 1, 2018~~“Revenue from Contracts with Customers” using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company’s revenue recognition policies remained ~~substantially~~ unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.

~~Prior~~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 ~~discontinuance~~termination of ~~its operations~~service. Stock-based compensation expenses are included in ~~February 2019, Grasshopper Colorado earned revenue by providing specialized temporary staffing solutions~~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 cannabis industry. We provided temporary labor at an agreed upon rate per hour. Billings were invoiced on a per-hour basis as the temporary staffing services were delivered to the customer. Revenue from the majority of our temporary staffing services were recognized at a point in time. We applied the practical expedient to recognize revenue for these services at various intervalsgrant date, which are based on the estimated number of ~~hours completed and agreed upon rate per hour at~~awards that ~~time.~~are ultimately expected to vest.

We had no material commitments for capital expenditures as of July 31, ~~2020.~~2023.

~~The Company has~~We had no off-balance sheet arrangements as of July 31, ~~2020~~2023 or ~~2019.~~2022.

We do not hold any ~~derivative instruments and do not engage~~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 July 31, 2023, there was no floating rate debt that would expose us to market fluctuations in ~~any hedging activities.~~interest rates.

The financial statements and supplementary financial information required to be filed under this Item 8 are presented in Part IV, Item 15 of this Form 10-K and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On March 6, 2017, Stevenson & Company CPAs, LLP (“Stevenson”) informed the Company that Stevenson was resigning, effective immediately, as the Company’s independent registered public accounting firm. Stevenson resigned because Stevenson declined to stand for re-appointment.None.

During the fiscal year ended July 31, 2016 and in the subsequent interim period through March 6, 2017, there were (i) no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Stevenson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Stevenson, would have caused Stevenson to make reference to the subject matter of such disagreements in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).

Stevenson’s reports on the consolidated financial statements of the Company for the fiscal years ended July 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

~~On March 7, 2017, the Board of Directors of the Company engaged RBSM, LLP (“RBSM”) as the Company’s new independent registered public accounting firm.~~

During the fiscal year ended July 31, 2016 and in the subsequent interim periods through March 7, 2017, neither the Company nor anyone acting on its behalf consulted RBSM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company by RBSM that RBSM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

On September 13, 2018, the Company dismissed RBSM LLP, effective September 12, 2018, as our independent registered public accounting firm. RBSM LLP audited our financial statements for the fiscal years ended July 31, 2016 and 2017. The dismissal of RBSM LLP was approved by our Board of Directors on September 12, 2018. RBSM LLP did not resign or decline to stand for re-election.

Neither the report of RBSM LLP dated July 18, 2017 on our consolidated balance sheet at July 31, 2016, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended July 31, 2016 nor the report of RBSM LLP dated November 14, 2017 on our consolidated balance sheets at July 31, 2017 and 2016, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years ended July 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principles, other than each such report was qualified as to our ability to continue as going concern.

During the fiscal year ended July 31, 2017 and July 31, 2018 and in the subsequent interim period through September 13, 2018, there were (i) no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RBSM, would have caused RBSM to make reference to the subject matter of such disagreements in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).

~~On September 13, 2018, the Company engaged Marcum LLP as our independent registered public accounting firm.~~

During our two most recent fiscal years and the subsequent interim period prior to retaining Marcum LLP (1) neither we nor anyone on our behalf consulted Marcum LLP regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) Marcum LLP did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.

On January 7, 2020, the Company dismissed Marcum LLP as our independent registered public accounting firm. The dismissal of Marcum LLP was approved by our Board of Directors. Marcum LLP did not resign or decline to stand for re-election.

During the time that Marcum LLP served as our independent registered public accounting firm, we did not timely file financial statements or provide information for Marcum LLP to be able to complete its audit of our financial statements dated July 31, 2018 or July 31, 2019 and the reviews of any interim financial statements for the quarterly periods of those fiscal years. As a result, no report of Marcum LLP contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainly, audit scope, or accounting principles, as no reports were filed.

During our two most recent fiscal years and the subsequent interim period preceding our decision to dismiss Marcum LLP we had no disagreements with the firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of Marcum LLP would have caused it to make reference to the subject matter of the disagreement in connection with its report.

~~On January 7, 2020, the Company engaged Rodefer Moss & Co. PLLC as our independent registered public accounting firm.~~

During the fiscal year ended July 31 2017 and the subsequent interim periods prior to retaining Rodefer Moss & Co. PLLC (1) neither we nor anyone on our behalf consulted Rodefer Moss & Co. PLLC regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) Rodefer Moss & Co. PLLC did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.

The report of Rodefer Moss & Co. PLLC dated March 20, 2020 on our consolidated balance sheets at July 31, 2019 and 2018, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years ended July 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope, or accounting principles, other than such report was qualified as to our ability to continue as going concern.

During the fiscal years ended July 31, 2020 and July 31, 2019 there were (i) no “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Rodefer Moss & Co. PLLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Rodefer Moss & Co. PLLC, would have caused Rodefer Moss & Co. PLLC to make reference to the subject matter of such disagreements in its reports on the consolidated financial statements for such years, and (ii) no “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).

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.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of July 31, ~~2020.~~2023. Based on ~~such~~the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, ~~2020~~2023, our internal controls over financial reporting were not effective.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of July 31, ~~2020,~~2023, our internal control over financial reporting is not effective based on these criteria. Material weaknesses noted by our management include:

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.”

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 year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The following table sets forth information concerning our officers and directors as of the dates indicated. The directors of the Company serve until their successors are elected and shall qualify. Executive officers are elected by the Board of Directors and serve at the discretion of the directors.

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Mr. Boruff has served as our Chief Executive Officer and Sole Director since March 13, 2018. Since May 1, 2021, he has served in that capacity as an outsourced, contracted Chief Executive Officer and Director. He has been the sole officer and director of IndeLiving Holdings, Inc. since the company’s formation in 2016. He has also served as the Manager of Platinum Equity Advisors, LLC (“Platinum Equity”) since its formation in 2016. In addition to providing consulting and advisory services, Platinum Equity has interests in a real estate brokerage firm and a luxury real estate auction firm. Mr. Boruff is a proven executive with a diverse business background in investment banking and real estate development. He currently serves as Manager of Own Shares, LLC, a privately held holding company with interests in various entertainment ventures, and Managing Member of Stonewalk Companies, privately held real estate development company. As a professional in investment banking, he specialized in consulting services and strategic planning with an emphasis on companies in the oil and gas field. Mr. Boruff served as a member of the Board of Directors of Miller Energy Resources, Inc., a publicly traded company, from August 2008 until March 2016, serving as Executive Chairman of the Board of Directors from September 2014 until March 2016 and Chief Executive Officer from August 2008 to September 2014. In October 2015, when it was being led by a successor management team, Miller Energy Resources, Inc. filed a voluntary petition for reorganization under chapter 11 of title 11 of the U.S. Code in a pre-packaged bankruptcy. It remained a debtor in possession and emerged from bankruptcy in March 2016. Mr. Boruff was a director and 49% owner of Dimirak Securities Corporation, a broker-dealer and member of FINRA, from April 2009 until July 2012. In July 2012, Mr. Boruff sold his interest in Dimirak. He has more than 30 years of experience in developing commercial real estate projects and from 2006 to 2007 Mr. Boruff successfully led transactions averaging $150 to $200 million in size while serving as a director of Cresta Capital Strategies, LLC. Mr. Boruff received a Bachelor of Science degree in Business Administration from East Tennessee State University.

Mr. Lobetti has served as our Chief Financial Officer since October 8, 2019. He holds both Bachelor of Science in Business Administration (1985) and Master of Accountancy (1986) degrees from the University of Tennessee and is a licensed Certified Public Accountant (Inactive) in the State of Tennessee. Upon graduation, Mr. Lobetti accepted a position in the tax department of the Tampa, Florida office of Ernst & Young where he progressed to Senior Tax Consultant before he left the firm in 1989 to return to his hometown of Knoxville, Tennessee as the Tax Manager with a progressive, local accounting firm. In 1990, Mr. Lobetti, along with two co-workers, formed the accounting firm of Lobetti, Ideker & Reel (“LIR”) where he served as President and Director of Tax Services. LIR was a member of the AICPA’s SEC Practice Section and served several SEC registrant clients. In 1998, Mr. Lobetti left LIR to accept a position of Chief Financial Officer of United Petroleum Corporation (“UPET”), a small cap, SEC registrant oil and natural gas development company and convenience store operator. Following his tenure at UPET, Mr. Lobetti served as Chief Financial Officer for a boutique investment banking/private equity firm specializing in the placement and funding of Regulation D and Regulation S offerings. He spent the next 10-years working in various investment banking, commercial mortgage banking and commercial banking functions before accepting the position of Controller –- Alaska Operations with Miller Energy Resources, Inc.(“Miller”), an SEC registrant oil and gas exploration and production company. Shortly after accepting the position in 2011, Mr. Lobetti was promoted to Corporate Controller and thereafter appointed Treasurer in 2012. Since leaving Miller in 2014, Mr. Lobetti enjoyed spending time with his family and working part-time in commercial mortgage banking until ~~recently~~ accepting the position of Chief Financial Officer of Healthcare Integrated Resources, Inc.

Kenneth M. Greenwood has served as our Chief Technology Officer since June 15, 2020. Mr. Greenwood brings over 30-years of experience with large-scale systems programming and implementations to our executive management team. He has provided instruction and consulting, primarily for SAP products, in the areas of architecture, design and implementation of ABAP, big-data warehousing, business intelligence analytics, object-orientation, cloud and systems integration, interfaces, HANA in-memory databases, data security, workflow, and archiving to a variety of companies including Intel, World Bank, HP, Amtrak, IBM, Accenture, Wal-Mart, Home Depot, Nike and Kimberly-Clark. While at Random House implementing a Rights Management module following two previous failed attempts by other contractors, Mr. Greenwood led the 30-developer team to design, code and implement rights management for Random House in an SAP system using a novel approach of OO design, which became the world’s largest SAP module at that time. Mr. Greenwood authored the best-selling Sams Teach Yourself ABAP in 21 Days, published by Macmillan.

Susan A. Reyes, M.D. has served as our Chief Medical Officer since September 1, 2020. Dr. Reyes brings ~~over 29-years of medical~~extensive experience as a practicing Internal Medicine ~~physician.~~physician in the home care environment. She earned her Doctor of Medicine degree in just six-years and was board certified in Internal Medicine in 1994. Since then, Dr. Reyes has enjoyed expanding her skill set by working with several ~~groundbreaking~~ground-breaking companies. In 1997, she worked for Hospital Inpatient Management Systems, which was the first hospitalist group that transformed the efficiencies of “length of stay” of patients in the hospital and in skilled nursing facility settings. In 2000, she was the lead physician for MD to You in Tampa, Florida - the first organization that developed house calls for homebound geriatric patients. In 2009, Dr. Reyes became the first physician to bring house call services to Knoxville, Tennessee and has grown her company to be the largest mobile medical primary care practice covering East Tennessee. She has been an advisor and served as Medical Director to several home health and hospice agencies and assisted living facilities in each community where she has resided.

G. Shayne Bench is co-founder and Chief Financial Officer of Trillium Healthcare Consulting. Mr. Bench began his professional career in 1994 with Beverly Enterprises where he held various leadership roles, including Vice President of Finance for all 53 Skilled Nursing Facilities in the state of Florida. In 2001, Mr. Bench joined an executive team to start up Genoa Healthcare Group. As Senior Vice President and Treasurer, he successfully managed the cash flow while the organization grew to 135 Skilled Nursing Facilities in 17 states with nearly one billion dollars in revenue. He managed all aspects of strategic capitalization, established creditor and banking relationships, and managed financial reporting to investors. Mr. Bench is originally from Louisiana and received his Bachelor of Science in Business Administration with a major in accounting from Northeastern State University. He currently resides in Sarasota, Florida where he enjoys golfing, boating, and Saints football.

There are no family relationships among any of our directors or executive officers.

To the best of the Company’s knowledge, none of the Company’s directors or executive officers has, during the past ten years, except as set forth below:

Mr. Boruff served as a member of the Board of Directors, as Chief Executive Officer, and as Executive Chairman of Miller Energy Resources, Inc. during the two years preceding Miller Energy Resources, Inc.’s filing of a bankruptcy petition in August 2015.

Mr. Lobetti served as Treasurer of Miller Energy Resources, Inc. during the two-year period preceding Miller Energy Resources, Inc.’s filing of a bankruptcy petition in August 2015.

Except as set forth in the Company’s discussion below in “Certain Relationships and Related Transactions, and Director Independence”, none of the Company’s directors or executive officers has been involved in any transactions with the Company or any of the Company’s directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended July 31, ~~2020~~2023 and ~~2019,~~2022, were ~~not timely.~~timely filed.

The Company’s directors are elected by the Company’s stockholders for a one-year term until the next annual general meeting of the Company’s stockholders, or until removed by the stockholders in accordance with the Company’s bylaws. The Company’s officers are appointed by the Board and hold office until removed by the Board.

The Company does not currently have a code of ethics, and because the Company has only limited business operations and only ~~two~~four officers and one director, the Company believes that a code of ethics would have limited utility. The Company intends to adopt such a code of ethics as the Company’s business operations expand and the Company has more employees.

As we only have ~~one~~two board ~~member~~members and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

The following table summarizes all compensation recorded by us in the past two years for:

Director compensation is determined on a case by case basis. On September 8, 2022, G. Shayne Bench was appointed to our board of directors for a term of one (1) year. As compensation for Mr. Bench’s service, he received a one (1) year restricted stock grant of 846,093 shares of the Company’s common stock. The restricted stock grant shall vest ratably, on a monthly basis, at the end of each month of completed service, and any vested shares shall be issued quarterly in conjunction with the ending of the Company’s normal quarterly reporting periods.

We do not currently pay any cash fees to our directors, nor do we pay director’s expenses ~~in attending~~to attend board meetings.

Effective May 1, 2021, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company ~~entered into an Employment Agreement dated March 13, 2018, in which Mr. Boruff agreed to serve as our Chief Executive Officer.~~for a term of three (3) years. As compensation ~~we agreed to~~for the services, the Company shall pay ~~him~~Platinum an annual ~~salary~~base fee of ~~$300,000~~$323,400 and heit is entitled to discretionary ~~bonuses~~bonus fee payments as may be awarded ~~from time to time~~ by our Board of Directors. ~~As additional compensation we granted him an option to purchase 2,500,000 shares~~During the term of the Company’s common stock at an exercise price of $3.00 per share, which exceeded the fair market price of our common stock on the date of grant, vesting in four equal annual installments commencing on the grant date. The vesting date of any unvested options accelerates in the event of a Change in Control (as defined in the Employment Agreement).Contract CEO Agreement, Mr. Boruff is ~~also~~ entitled to ~~paid vacation and sick leave, an automobile allowance and participation~~participate in any employee benefit plans, programs or ~~programs we may offer. The initial term~~arrangements of the ~~Employment Agreement will automatically renew for an additional one-year term unless either party provides notice~~Company in effect during the engagement period which are generally available to other senior executives of ~~non-renewal.~~the Company.

The ~~Employment~~Contract CEO Agreement terminates upon the death or disability of Mr. Boruff, and may be terminated by us for cause, or by ~~Mr. Boruff~~Platinum without cause or for good reason. If the ~~Employment~~Contract CEO Agreement is terminated ~~for~~ by us for cause, upon ~~his~~the death or disability of Mr. Boruff, at non-renewal or by ~~Mr. Boruff~~Platinum without good cause, hePlatinum is only entitled to receive compensation through the date of termination. If the ~~Employment~~Contract CEO Agreement is terminated by us without cause or by ~~Mr. Boruff~~Platinum for good reason, we are obligated to pay ~~him~~Platinum severance equal to one year’s base ~~salary~~fee and any other earned but unpaid ~~incentive~~ compensation. In addition, if at any time during the term of the ~~Employment~~Contract CEO Agreement ~~Mr. Boruff’s employment~~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 ~~him~~Platinum an amount equal to 2.99 times ~~his annualized compensation.~~the annual base fee. “Change in Control” is defined in the ~~Employment~~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. The ~~Employment~~Contract CEO Agreement contains customary invention assignment, non-compete and non-solicitation provisions.

Charles B. Lobetti, III and the Company entered into a three-year Employment Agreement dated October 8, 2019, in which Mr. Lobetti agreed to serve as our Chief Financial Officer. As compensation, we agreed to pay him an annual salary of $52,000 and he is entitled to discretionary bonuses as may be awarded from time to time by our Board of Directors. Effective May 1, 2020, Mr. Lobetti’s base salary was increased to $104,000 to reflect an increased time commitment. As additional compensation we granted him stock options to purchase 600,000 shares of our common stock at an exercise price of $0.15 per share, which was the closing price of common stock as reported on the OTC Markets on the date immediately preceding the date of the Employment Agreement. The options vested 25% immediately upon execution of the Employment Agreement with the remaining vesting equally in annual installments over three (3) years. The vesting date of any unvested options accelerates in the event of a Change in Control (as defined in the Employment Agreement). Mr. Lobetti is also entitled to paid vacation and sick leave, an automobile allowance and participation in any employee benefit plans or programs we may offer. The initial term of the Employment Agreement will automatically renew for an additional one-year term unless either party provides notice of non-renewal. Mr. Lobetti’s Employment Agreement expired on October 8, 2022 and automatically renewed for the additional one-year term.

The Employment Agreement terminates upon the death or disability of Mr. Lobetti, and may be terminated by us for cause, or by Mr. Lobetti for any reason. If the Employment Agreement is terminated ~~for~~ by us for cause, upon his death or disability, at non-renewal or by Mr. Lobetti, he is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Mr. Lobetti for good reason, we are obligated to pay him severance equal to one year’s base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Mr. Lobetti’s employment 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 him an amount equal to 2.99 times his annualized compensation. “Change in Control” is defined in the Employment 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. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions.

Kenneth M. Greenwood and the Company entered into a three-year Employment Agreement dated June 15, 2020, in which Mr. Greenwood agreed to serve as our Chief Technology Officer. As compensation, we agreed to pay him an annual salary of $257,000 and he is entitled to discretionary bonuses as may be awarded from time to time by our Board of Directors. As additional compensation we granted him stock options to purchase 2,000,000 shares of our common stock at an exercise price of $0.30 per share, which was the closing price of common stock as reported on the OTC Markets on the date immediately preceding the date of the Employment Agreement. The options vested 25% immediately upon execution of the Employment Agreement with the remaining vesting equally in annual installments over three (3) years. The vesting date of any unvested options accelerates in the event of a Change in Control (as defined in the Employment Agreement). Mr. Greenwood is also entitled to paid vacation and sick leave, and participation in any employee benefit plans or programs we may offer. The initial term of the Employment Agreement will automatically renew for an additional one-year term unless either party provides notice of non-renewal. Mr. Greenwood’s Employment Agreement expired on June 15, 2023 and automatically renewed for the additional one-year term.

The Employment Agreement terminates upon the death or disability of Mr. Greenwood, and may be terminated by us for cause, or by Mr. Greenwood for any reason. If the Employment Agreement is terminated ~~for~~ by us for cause, upon his death or disability, at non-renewal or by Mr. Greenwood, he is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Mr. Greenwood for good reason, we are obligated to pay him severance equal to one year’s base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Mr. Greenwood’s employment 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 him an amount equal to 2.99 times his annualized compensation. “Change in Control” is defined in the Employment 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. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions.

Susan A. Reyes, M.D. and the Company entered into a three-year Employment Agreement dated September 1, 2020, in which Dr. Reyes agreed to serve as our Chief Medical Officer. As compensation, we agreed to pay her an annual salary of $52,000 and she is entitled to discretionary bonuses as may be awarded from time to time by our Board of Directors. As additional compensation we granted her stock options to purchase 1,000,000 shares of our common stock at an exercise price of $0.40 per share, which was the closing price of common stock as reported on the OTC Markets on the date immediately preceding the date of the Employment Agreement. The options vested 150,000 shares immediately upon execution of the Employment Agreement with the remaining vesting equally in annual installments over three (3) years. The vesting date of any unvested options accelerates in the event of a Change in Control (as defined in the Employment Agreement). Dr. Reyes is also entitled to paid vacation and sick leave, and participation in any employee benefit plans or programs we may offer. The initial term of the Employment Agreement will automatically renew for an additional one-year term unless either party provides notice of non-renewal.

The Employment Agreement terminates upon the death or disability of Dr. Reyes, and may be terminated by us for cause, or by Dr. Reyes for any reason. If the Employment Agreement is terminated ~~for~~ by us for cause, upon her death or disability, at non-renewal or by Dr. Reyes, she is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Dr. Reyes for good reason, we are obligated to pay her severance equal to one year’s base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Dr. Reyes’ employment 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 her an amount equal to 2.99 times her annualized compensation. “Change in Control” is defined in the Employment 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. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of ~~October 16, 2020~~November 13, 2023 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Other than compensation arrangements, the following is a description of transactions to which we were a participant or will be a participant to, in which:

To continue operations and meet operating cash requirements, we have periodically relied on advances 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. Amounts advanced primarily relate to amounts paid to vendors. The advances are considered temporary in nature and have not been formalized by any written agreement. As of July 31, ~~2020,~~2023 and ~~July 31, 2019,~~2022, related parties ~~have advanced the Company $271,819~~were owed $328,819 and ~~$228,506,~~$267,765, respectively. The ~~advances~~amounts owed are payable on demand and carry no interest.

In addition, we have accrued expenses related to the January 15, 2016 consulting and advisory agreement with Platinum Equity Advisors, LLC (the “Platinum Agreement”), a related party. The Platinum Agreement was terminated by on March 12, 2018 (the “Termination Date”) when Scott M. Boruff, the Chief Manager of Platinum, was appointed Chief Executive Officer of the Company. At July 31, 2020, the amount owed under the Platinum Agreement is paid in full. At July 31, 2019, the accrued amount owed under the Platinum Agreement was $113,292.

The amounts and terms of the ~~above transactions~~related party advances 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.

On June 12, 2023, we issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $372,069. The note, plus accrued interest, is due on December 12, 2023. At July 31, 2023, the principal amount of the note remained $372,069 and accrued but unpaid interest was $5,064. The amount and terms of the related party note 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.

We currently have no independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship that, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

The Company does not currently have a separately designated audit, nominating, or compensation committee.

The following table sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Given the small size of our Board as well as the limited activities of our Company, our Board of Directors acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

We have audited the accompanying consolidated balance sheets of Healthcare Integrated Technologies, Inc. (the “Company”) as of July 31, ~~2020~~2023 and ~~2019,~~2022, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the years in the two-year period ended July 31, ~~2020~~2023 and the related ~~notes.~~notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of July 31, ~~2020~~2023 and ~~2019,~~2022, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended July 31, ~~2020,~~2023, in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a history of losses, an accumulated deficit, has negative working capital and has not generated cash from operations to support a meaningful and ongoing business plan. Management’s evaluation of the events and conditions and management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

~~F-1~~

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

	July 31, 2020			July 31, 2019			July 31, 2023			July 31, 2022
ASSETS

CURRENT ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	78,072		$	725		$	411		$	1,051
Prepaid expenses		46,938						34,092			36,616
Total current assets		125,010			725			34,503			37,667

OTHER ASSETS:
Property and equipment, net		2,453			18,392
Other intangibles, net		33,958
Intangibles, net								869,432			688,353
Total assets	$	161,421		$	19,117		$	903,935		$	726,020

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	229,114		$	220,328		$	258,708		$	202,973
Accounts payable and accrued expenses, related party		271,819			341,798			558,883			641,315
Payroll related liabilities		861,019			472,078			155,143			1,452,434
Notes payable, related party								372,069			-
Notes payable, net								50,000			455,605
Convertible notes		600,000			750,000			175,000			325,000
Current portion of long-term debt		20,651			3,209
Total current liabilities		1,982,603			1,787,413

OTHER LIABILITIES:
Long-term debt		21,016			2,625
Total liabilities		2,003,619			1,790,038
Derivative liability								-			76,451
Total current and total liabilities								1,569,803			3,153,778

STOCKHOLDERS’ DEFICIT:
Common stock par value $0.001; 200,000,000 shares authorized; 36,474,661 and 32,487,500 shares issued and outstanding as of July 31, 2020 and July 31, 2019, respectively		36,475			32,488
Common stock par value $0.001; 200,000,000 shares authorized; 68,016,167 and 42,304,673 shares issued and outstanding as of July 31, 2023 and 2022, respectively								68,016			42,305
Additional paid-in capital		9,564,989			8,582,166			14,878,282			11,839,645
Accumulated deficit		(11,443,662	)		(10,385,575	)		(15,612,166	)		(14,309,708	)
Total stockholders’ deficit		(1,842,198	)		(1,770,921	)		(665,868	)		(2,427,758	)
Total liabilities and stockholders’ deficit	$	161,421		$	19,117		$	903,935		$	726,020

See accompanying notes to the consolidated financial statements.

~~F-2~~F-3

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended July 31,
2020 2019

NET REVENUES:
Contract staffing services $ - $ -
Direct cost of services - -
Gross margin - -

OPERATING EXPENSES:
Selling, general and administrative 1,015,804 783,993
Total operating expense 1,015,804 783,993

OPERATING LOSS (1,015,804 ) (783,993 )

OTHER EXPENSE:
Interest expense (40,762 ) (38,931 )
Total other expense (40,762 ) (38,931 )

LOSS FROM CONTINUING OPERATIONS (1,056,566 ) (822,924 )

LOSS FROM DISCONTINUED OPERATIONS (1,521 ) (15,594 )

NET LOSS $ (1,058,087 ) $ (838,518 )

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted 33,375,273 32,487,500

	2023			2022
	For the Years Ended July 31,
	2023			2022

OPERATING EXPENSES:
Selling, general & administrative	$	674,552		$	664,554
Stock-based compensation		287,016			473,511
Total operating expenses		961,568			1,138,065

OPERATING LOSS		(961,568	)		(1,138,065	)

OTHER INCOME (EXPENSE):
Interest expense		(417,341	)		(447,623	)
Change in fair value of derivative liability		76,451			224,667
Total other income (expense)		(340,890	)		(222,956	)

NET LOSS	$	(1,302,458	)	$	(1,361,021	)

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		44,050,535			42,024,810

See accompanying notes to the consolidated financial statements.

~~F-3~~F-4

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JULY 31, ~~2020~~2023 AND ~~2019~~2022

Additional Total
Common Stock Paid-In Accumulated Stockholders’
Shares Amount Capital Deficit Deficit

Balance July 31, 2018 32.487,500 $ 32,488 $ 8,287,656 $ (9,547,057 ) $ (1,226,913 )

Net loss (838,518 ) (838,518 )
Stock-based compensation 294,510 294,510

Balance July 31, 2019 32,487,500 32,488 8,582,166 (10,385,575 ) (1,770,921 )

Net loss (1,058,087 ) (1,058,087 )
Stock-based compensation 200,000 200 407,413 407,613
Issuance of equity for services 500,000 500 115,141 115,641
Issuance of common stock for
conversion of debt and related
accrued interest 337,111 337 168,218 168,556
Sale of common stock 2,950,000 2,950 292,050 295,000

Balance July 31, 2020 36,474,611 $ 36,475 $ 9,564,988 $ (11,443,662 ) $ (1,842,198 )

	Shares		Amount		Capital			Subscribed			Deficit			Deficit
	Common Stock				Additional Paid-In			Common Stock			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Subscribed			Deficit			Deficit

Balances at July 31, 2021		40,118,007	$	40,118	$	11,039,284		$	100,000		$	(12,948,687	)	$	(1,769,285	)

Net loss		-		-		-			-			(1,361,021	)		(1,361,021	)
Receipt of cash under stock subscription agreement									(25,000	)					(25,000	)
Issuance of shares for services		170,000		170		25,330									25,500
Issuance of shares and settlement of stock subscription		1,250,000		1,250		123,750			(75,000	)					50,000
Issuance of shares under debt settlement and amendment agreement		666,666		667		(667	)		-						-
Issuance of warrants with debt recorded as debt discount						99,905									99,905
Stock-based compensation		100,000		100		552,043			-			-			552,143

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

Net loss		-		-		-			-			(1,302,458	)		(1,302,458	)
Issuance of shares for cash		3,000,000		3,000		297,000									300,000
Issuance of shares for services		450,000		450		28,300									28,750
Issuance of shares for conversion of debt and related accrued interest		375,172		375		187,211									187,586
Issuance of shares payment of accrued expenses		19,722,260		19,722		2,033,284									2,053,006
Issuance of shares for note amendment fees		1,500,000		1,500		148,500									150,000
Stock-based compensation		664,062		664		344,342			-			-			345,006

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	)

See accompanying notes to the consolidated financial statements.

~~F-4~~

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

							2023			2022
	For the Years Ended July 31,						For the Years Ended July 31,
	2020			2019			2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,058,087	)	$	(838,518	)	$	(1,302,458	)	$	(1,361,021	)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation and amortization		4,769			9,617			16,885			11,215
Stock-based compensation		407,613			294,510			287,016			473,511
Issuance of equity for services		48,062			-
Transfer of property and equipment and assumption of related liability for services		6,022			-

Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable, net		-			14,527
Shares issued for services								28,750			25,500
Shares issued for note amendment fees								150,000			-
Amortization of debt discount								194,395			374,395
Change in fair value of derivative liability								(76,451	)		(224,667	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		-			648			2,524			959
Accounts payable and accrued expenses		27,341			61,926			91,571			11,431
Accounts payable, related party		-			32,183
Accounts payable and accrued expenses, related party								328,464			323,400
Payroll related liabilities		375,624			325,664			173,101			153,100
NET CASH USED BY OPERATING ACTIVITIES		(188,656	)		(99,443	)		(106,203	)		(212,177	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for development of intangible assets								(27,560	)		(32,690	)
NET CASH USED BY INVESTING ACTIVITIES								(27,560	)		(32,690	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		295,000			-			300,000			-
Principal payments of long-term debt		(686	)		(2,109	)
Proceeds from related party loans								584,283			213,600
Payments of amounts owed to related parties								(151,160	)		(148,125	)
Principal payments of short-term debt								(600,000	)		(360,000	)
Proceeds from debt issuance		41,667			-			-			504,000
Proceeds from related party advances		77,416			11,155
Payments of amounts owed to related parties		(147,395	)		(75,800	)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		266,002	)		(66,754	)
Proceeds from common stock subscriptions								-			25,000
NET CASH PROVIDED BY FINANCING ACTIVITIES								133,123			234,475

Net change in cash and cash equivalents		77,347			(166,197	)		(640	)		(10,392	)

Cash and cash equivalents, beginning of period		725			166,922			1,051			11,443

Cash and cash equivalents, end of period	$	78,072		$	725		$	411		$	1,051

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	1,371		$	8,262		$	62,069		$	51,180

SIGNIFICANT NON-CASH INVESTING AND FINACING ACTIVITIES
Issuance of common stock for prepaid services	$	50,000		$	-
Shares issued for payment of payroll related liabilities							$	1,581,056
Shares issued for payment of items included in accounts payable and accrued expenses							$	37,586
Shares issued for payment of items included in accounts payable and accrued expenses, related party							$	471,950
Shares issued for payment of convertible debt							$	150,000
Capital expenditures included in payroll related liabilities	$	13,317		$	-		$	110,664		$	147,117
Capital expenditures from non-cash compensation	$	20,641		$	-
Issuance of common stock for payment of accrued interest included in accounts payable and accrued expenses	$	18,555		$	-
Issuance of common stock for conversion of convertible debt	$	150,000		$	-
Capital expenditures stock-based compensation							$	57,990		$	78,632
Derivative liability recorded as debt discount										$	192,886
Issuance of warrants with debt recorded as debt discount										$	99,905

See accompanying notes to the consolidated financial statements.

~~F-5~~F-6

HEALTHCARE INTEGRATED TECHNOLOGIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

July 31, ~~2020~~2023 and 2022

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In addition to ~~SafeSpace,~~our current product offerings, we are ~~creating~~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 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 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.~~Commission (the “SEC”).

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.

~~Reclassifications~~Business Combinations

F-7

~~Certain prior period amounts have been reclassified to conform to current period presentation.~~

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) ~~and operations;~~; 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.

~~F-6~~

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~~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.

~~Concentration of Credit Risk~~Reclassifications

Financial instruments that potentially expose the Company to credit risk consist of cash and cash equivalents, and accounts receivable. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. Accounts receivables potentially subject the Company to concentrations of credit risk. Company closely monitors extensions of credit. Estimated credit lossesCertain prior period amounts have been ~~recorded in the consolidated financial statements. Recent credit losses have been within management’s expectations.~~reclassified to conform to current period presentation with no changes to previously reported net loss or stockholders’ deficit.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable are stated at their historical carrying amount net of write-offs and allowance for uncollectible accounts. We routinely assess the recoverability of all customer and other receivables to determine their collectability and record a reserve when, based on the judgement of management, it is probably that a receivable will not be collected and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, we charge uncollectable accounts receivable against the reserve.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances exceed the amount insured by the FDIC, which is $250,000.

Fair Value of Financial Instruments

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

F-8

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 consolidated statement 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.~~years.

~~Impairment of Long-Lived Assets~~

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

~~F-7~~

Intangible Assets

~~Fair Value~~Impairment of ~~Financial Instruments~~Long-Lived Assets

~~Fair~~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 ~~defined~~determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented.

Derivative Liability

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

~~Level 2 Inputs - Inputs~~In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other ~~than quoted prices included~~embedded derivative instruments in ~~Level 1~~the convertible instrument that are ~~observable~~required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

F-9

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at 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 marketsend of each reporting period. Equity instruments that are ~~not active, inputs other than quoted prices~~initially classified as equity that become subject to reclassification are ~~observable for~~reclassified to liability at 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.

~~Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The~~ fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current ~~financial assets and current financial liabilities approximates their carrying value because~~or non-current based on whether net-cash settlement of the ~~short-term maturity~~derivative instrument is expected within 12 months of ~~these~~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 ~~instruments.~~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.

The Company had a derivative liability of $-0- and $76,451 as July 31, 2023 and 2022, respectively.

Revenue Recognition

Revenue is recognized under ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company’s revenue recognition policies remained ~~substantially~~ unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.

Advertising and Marketing

Prior to the discontinuance of its operations in February 2019, our Grasshopper Staffing, Inc. subsidiary (“Grasshopper Colorado”) earned revenue by providing specialized temporary staffing solutions to the cannabis industry. We provided temporary labor at an agreed upon rate per hour. Billings were invoiced on a per-hour basis as the temporary staffing services were delivered to the customer. Revenue from most of our temporary staffing services was recognized at a point in time. We applied the practical expedient to recognize revenue for these services at various intervals based on the number of hours completed

Advertising and ~~the agreed upon rate per hour at that time.~~

~~F-8~~

~~Advertising~~

~~Advertising~~marketing costs are expensed as incurred in accordance with ASC 720-35, “Advertising Costs.” We incurred advertising and marketing costs of ~~$50,927~~$6,184 and ~~$8.746~~$36,535 for the ~~fiscal~~ years ended July 31, ~~2020~~2023 and ~~2019,~~2022, respectively, which are included in selling, general and administrative expenses on the consolidated financial statements.

~~Net Loss Per Common Share~~

~~We determine basic income (loss) per share and diluted income (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.

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.

~~Share-based~~Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of ~~share-based~~stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the ~~share-based~~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. ~~Share-based~~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 ~~share-based~~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.

~~Business Combinations~~

F-10

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ~~Accounting Standards Codification (“ASC”)~~ Topic 740, “Income Taxes”.Under this method, income tax expense is recognized for the amount of: ~~(i)~~(1) taxes payable or refundable for the current year and ~~(ii)~~(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-9~~

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.

~~In response to~~Net Loss Per Common Share

We determine basic loss per share and diluted income (loss) per share in accordance with the ~~COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“~~~~CARES Act~~~~”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act~~provisions of ~~2017 (“~~~~2017 Tax Act~~”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.

In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the reporting periods presented.

~~Recently Adopted Accounting Pronouncements~~

~~In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07,~~ ~~Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting~~. Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after the grant date. ASU 2018-07 is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606, ~~Revenue from Contracts with Customers~~ ~~(as described above under~~ ~~“Revenue Recognition”).~~ ~~The adoption of the new standard did not have a significant impact on our consolidated financial statements.~~

~~In July 2017, the FASB issued ASU 2017-11,~~260, “Earnings Per Share ~~(Topic 260), Distinguishing Liabilities from Equity (Topic 480)~~.” Basic loss per share excludes dilution and ~~Derivatives and Hedging (Topic 815): I. Accounting~~is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for ~~Certain Financial Instruments with Down Round Features; II. Replacement~~the period. The calculation of diluted loss per share is similar to that of basic earnings per share, except the ~~Indefinite Deferral for Mandatorily Redeemable Financial Instruments~~denominator is increased, if the earnings are positive, to include the number of ~~Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”~~. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features)additional common shares that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do notwould have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted the new standard during the year ended July 31, 2020 and the adoption did not have a material effect on the consolidated financial statements and related disclosures.been outstanding if all potentially dilutive common shares had been exercised.

~~F-10~~

Recent Accounting Pronouncements

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~“Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”.~~ This update is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact of this update on its consolidated financial statements.

~~In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “~~~~Income Taxes~~ ~~(Topic 740):~~ ~~Simplifying the Accounting for Income Taxes~~~~”). This guidance eliminates certain exceptions to the general approach to the~~ ~~income~~ tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

~~In March 2020, the FASB issued ASU No. 2020-04, “~~~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~.” ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met. The amendments of ASU No. 2020-04 are effective immediately, as of March 12, 2020, and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company is evaluating the impact that the amendments of this standard would have on the Company’s consolidated financial statements

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, ~~accounting pronouncements,~~that when adopted, will have a material impact on the 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 a net loss of ~~approximately $1.1 million~~$1,302,458 for ~~the~~its most recent fiscal year ended July 31, ~~2020.~~2023. As of July 31, ~~2020,~~2023, the Company ~~had~~has minimal cash and a significant working capital ~~deficit of approximately $78,000 and $1.86 million, respectively.~~deficit. We have a history of losses, an accumulated deficit, have negative working capital and have not generated cash from our operations to support a meaningful and ongoing business plan. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In view of these matters, our ability to continue as a going concern is dependent upon the development, marketing and sales of a viable product to achieve a level of profitability. We intend ~~on financing~~to finance our future development activities and our working capital needs largely 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 ~~funds if necessary,~~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 - ~~DISCONTINUED OPERATIONS~~PREPAID EXPENSES

In February 2019, due to continuing operating losses, negative cash flow, limited prospects for future growth and a desire to focus on our healthcare technology products, management elected to discontinue the operations of its Grasshopper Colorado subsidiary. The loss from the operations from the subsidiary is presented separately on the consolidated income statement as discontinued operations.

~~Discontinued operations~~Prepaid expenses consisted of the following ~~for the fiscal years ended~~at July 31, ~~2020~~2023 and ~~2019:~~2022:

SCHEDULE OF PREPAID EXPENSES

July 31, 2020 July 31, 2019
Net revenue $ - $ 27,909
Operating expenses (719 ) (35,969 )
Interest expense (802 ) (7,534 )
Loss from discontinued operations $ (1,521 ) $ (15,594 )

	July 31, 2023		July 31, 2022
Prepaid legal fees	$	33,932	$	36,616
Due to others		160		-
Total prepaid expenses	$	34,092	$	36,616

NOTE 4 ~~- PROPERTY AND EQUIPMENT~~– INTANGIBLES, NET

~~Property and equipment,~~Intangibles, net consisted of the following at July 31, ~~2020~~2023 and ~~2019:~~2022:

SCHEDULE OF INTANGIBLES ASSET

July 31, 2020 July 31, 2019
Equipment $ 8,923 $ 23,923
Vehicles - 14,766
Subtotal 8,923 38,689
Less: accumulated depreciation (6,470 ) (20,297 )
Total property and equipment, net $ 2,453 $ 18,392

	July 31, 2023			July 31, 2022
Capitalized costs of developed software		627,440			-
Capitalized costs of patents		258,422			137,798
Capitalized costs of website		8,785			8,785
Intangible assets under development		-			559,103
Intangibles, gross		-			559,103

Less: accumulated amortization		(25,215	)		(17,333	)
Total intangibles, net	$	869,432		$	688,353

~~Depreciation~~Amortization expense for the ~~fiscal~~ years ended July 31, ~~2020~~2023 and ~~2019~~2022 was ~~$4,769~~$16,885 and ~~$7,317,~~$10,983, respectively.

~~NOTE 5 – OTHER INTANGIBLES~~

~~Other intangibles, net consisted~~Intangibles are amortized over their estimated useful lives of ~~the following at~~2 to 20 years. As of July 31, ~~2020 and 2019:~~

July 31, 2020 July 31, 2019
Patents in process $ 27,299 $ -
Website in process 5,327 -
Internal use software in process 1,332 -
Total other intangibles, net $ 33,958 $ -

2023, the weighted average remaining useful life of intangibles being amortized was approximately seven (7) years. We ~~incurred no~~expect the remaining aggregate amortization expense for each of the five succeeding fiscal ~~year ended July 31, 2020~~years to be as ~~the assets have not been placed in service. At July 31, 2019, there were no intangible assets.~~follows:

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE

~~F-12~~


2024	$	222,788
2025		222,788
2026		222,788
2027		13,641
2028		13,641
Thereafter		173,786
Total expected amortization expense	$	869,432

NOTE 65 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at July 31, ~~2020~~2023 and ~~2019:~~2022:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	July 31, 2020		July 31, 2019		July 31, 2023		July 31, 2022
Accounts payable	$	155,211	$	168,062	$	197,234	$	119,725
Accrued interest expense		73,903		52,266		61,474		83,248
Accounts payable and accrued expenses		229,114		220,328		258,708		202,973

Accounts payable, related party		271,819		228,506		328,819		267,765
Accrued expenses, related party		-		113,292		230,064		373,550
Accounts payable and accrued expenses, related party		271,819		341,798		558,883		641,315

Total accounts payable and accrued expenses	$	500,933	$	562,126	$	817,591	$	844,288

Certain accounts payable and accrued expenses were misclassified in the prior year, which have been reclassified in the above tables. The impact of our prior year disclosures was immaterial and there was no impact to the consolidated financial statements from the change in classification.

F-12

NOTE 76 - PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at July 31, ~~2020~~2023 and ~~2019:~~2022:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	July 31, 2020		July 31, 2019		July 31, 2023		July 31, 2022
Accrued officers’ payroll	$	858,154	$	471,214	$	143,073	$	1,440,364
Payroll taxes payable		2,865		864		12,070		12,070
Total payroll related liabilities	$	861,019	$	472,078	$	155,143	$	1,452,434

NOTE 7 - NOTE PAYABLE, RELATED PARTY

On June 12, 2023, we issued a Promissory Note to Platinum Equity Advisors, LLC, a related party (the “Platinum Note”), in the principal amount of $372,069. The Platinum Note is unsecured and bears interest at 10% per annum. The principal amount of the note plus accrued interest of $18,604 is due in a single lump sum payment on December 12, 2023. We incurred no issuance cost on the transaction and the proceeds were used to retire our obligations under the AJB Note 2 (See “Note 8 - Notes Payable, Net”). At July 31, 2023, the principal balance of the Platinum Note remained $372,069 and accrued but unpaid interest was $5,064. 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 8 ~~- DEBT~~– NOTES PAYABLE, NET

We had the following debt obligations reflected at their respective carrying values on our consolidated balance sheets as of July 31, ~~2020~~2023 and ~~2019:~~2022:

SCHEDULE OF DEBT OBLIGATIONS

	July 31, 2023		July 31, 2022
5% Convertible promissory notes	$	175,000	$	325,000
Note payable to Acorn Management Partners, LLC		50,000		50,000
Note payable to AJB Capital Investments, LLC		-		600,000
Total debt obligations		225,000		975,000
Less debt discount		-		(194,395	)
Notes payable, net	$	225,000	$	780,605

July 31, 2020 July 31, 2019
5% Convertible promissory notes $ 600,000 $ 750,000
Paycheck Protection Program loan 41,667 -
Ford Credit note - 5,834
Total debt obligations 641,667 755,834
Less current portion (620,651 ) (753,209 )
Long-term debt $ 21,016 $ 2,625

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~~$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%~~(5%) per annum, compounded annually and matured one-year from the date of ~~issuance.~~issuance. At July 31, ~~2020~~2023 and ~~2019,~~2022, accrued but unpaid interest on the 5% Notes was ~~$73,903~~$52,555 and ~~$52,266,~~$77,329, respectively, which is included in ~~accounts~~“Accounts payable and accrued ~~expenses~~expenses” on our 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.~~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.~~$1,000,000.

F-13

5% Notes with a face amount of ~~$150,000~~$150,000 and related accrued interest ~~expense~~ of ~~$18,555~~$37,586 were converted ~~at the option of the holders,~~ into ~~337,111~~ shares of our common stock during ~~fiscal 2020. On~~the year ended July 31, ~~2020,~~2023. There were no 5% Notes converted into shares of our common stock during the year ended July 31, 2022. At July 31, 2023, 5% Notes with a face amount of ~~$275,000~~$175,000 and related accrued interest expense of ~~$33,872, which matured on various dates during March 2019~~$52,555 are currently in default and are not convertible under the conversion terms. ~~5% Notes with a face amount of $325,000 and related accrued interest expense of $40,031 mature on March 31, 2021 and are convertible under the conversion terms.~~ Management ~~continues to negotiate~~is currently negotiating amendments to the ~~remaining~~ notes in default to extend the maturity dates of such notes and to encourage note conversions.

~~Paycheck Protection Program Loan~~Note Payable to Acorn Management Partners, LLC

On ~~March 27,~~August 11, 2020 ~~the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”~~we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”) ~~was enacted and included a provision~~. As consideration for the ~~Small Business Administration (“SBA”) to implement its Paycheck Protection Program (“PPP”).~~ ~~The PPP provides small businesses with funds to pay up to eight (8) weeks of payroll costs, including benefits. Funds received under the PPP may also be used to pay~~share repurchase, we issued a $50,000 promissory note bearing interest ~~on mortgages, rent,~~a 6.0% per annum and ~~utilities. Subject to certain criteria being met, all or a portion of the loan may be forgiven. The loans bear interest at an annual rate of one percent (1%), are~~ due ~~two (2) years~~ one-year from the date of issuance ~~and all payments are deferred for~~(the “Acorn Note”). In the ~~first six (6) months~~event we default under the terms of the ~~loan. Any unforgiven balance~~Acorn Note, we are required to deliver 1,000,000 shares of ~~loan principal~~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 July 31, 2023 and 2022, accrued but unpaid interest on the Acorn Note was $8,919 and $5,919, respectively, which is included in “Accounts payable and accrued ~~interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term.~~ expenses” on our consolidated balance sheets.

Note Payable to AJB Capital Investments, LLC

On ~~April 30, 2020,~~February 2, 2021, we closed a $41,667 SBA guaranteed PPP loan with Mountain Commerce Bank. We expect to use the loan proceeds as permitted and apply for and receive forgiveness for the entire loan amount. As of July 31, 2020, we are still awaiting the SBA’s issuance of final rules for forgiveness of the loan balance prior to submitting our application for forgiveness.

~~Ford Credit Note~~

~~The Ford Credit note was assumed in our acquisition of IndeLiving Holdings, Inc. on March 13, 2018. The original retail installment contract was~~ entered into ~~on June 15, 2016~~a Securities Purchase Agreement with AJB Capital Investments, LLC (“AJB Capital”), pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note 1”) in the principal amount of ~~$11,766.~~$360,000 for an aggregate purchase price of $320,400. The ~~note bears~~AJB Note 1 accrued interest at the rate of ~~9.99%~~ten percent (10%) per annum and ~~requires sixty (60) monthly installments~~matured on August 2, 2021. At our option, the maturity date of ~~$251~~the note was extended for six (6) months. Upon extension of the maturity date, the AJB Note 1 interest rate increased to twelve percent (12%) per ~~month.~~annum during the extension period. We recorded a debt discount of $59,300 related to original issue discount and issuance cost of the note. The ~~installment~~principal balance of the AJB Note 1 was paid in full on February 9, 2022 with a portion of the net proceeds from the issuance of a new note ~~is collateralized by~~to AJB Capital on such date.

On February 9, 2022, we entered into a ~~2013 Ford pickup truck. Effective~~ Securities Purchase Agreement with AJB Capital, pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note 2”) in the principal amount of $600,000 for an aggregate purchase price of $534,000. The AJB Note 2 accrues interest at the rate of ten percent (10%) per annum and matures on February ~~21, 2020,~~9, 2023. We recorded a debt discount of $96,000 related to original issue discount and issuance cost of the ~~Company transferred~~note.

In the ~~2013 Ford pickup truck and other equipment in exchange~~event of default, the AJB Note 2 may be converted into shares of the Company’s common stock at a conversion price equal to the lesser of the lowest trading price (i) during the previous twenty (20) trading day period ending on the issuance date of the note, or (ii) during the previous twenty (20) trading day period ending on the date of conversion of the note. We recorded a debt discount of $192,886 related to the conversion feature of the AJB Note 2.

As additional consideration for the ~~transferee’s assumption~~purchase of the ~~Ford Credit note.~~AJB Note 2, we issued AJB Capital 1,500,000 common stock purchase warrants (the “Warrants”) giving AJB Capital the option to purchase up to 1,500,000 shares of our common stock at a price of $0.10 per share. At the option of AJB Capital, 1,000,000 of the Warrants may be exercised on a “cashless” basis pursuant to a formula included in the Warrant. The $99,905 grant date fair value of the Warrants was recorded as a debt discount.

On June 12, 2023, we retired the AJB Note 2 in full with proceeds received from the issuance of a new promissory note to a related party (See “Note 7 - Notes Payable, Related Party”).

Total unamortized debt discount related to the AJB Capital notes at July 31, 2023 and 2022 was $-0- and $194,395, respectively. During the years ended July 31, 2023 and 2022, amortization of the debt discount on the AJB Capital notes was $194,395 and $374,395, respectively. Debt discount is included as a component of interest expense in the interim consolidated statements of operations.

F-14

NOTE 9 - DERIVATIVE LIABILITY

On February 2, 2021, we entered into a Securities Purchase Agreement with AJB Capital Investments, LLC (“AJB Capital”), pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note 1”) in the principal amount of $360,000 for an aggregate purchase price of $320,400. The note was fully repaid on February 9, 2022.

On February 9, 2022, we entered into a new Securities Purchase Agreement with AJB Capital, pursuant to which AJB Capital purchased a Promissory Note (the “AJB Note 2”) in the principal amount of $600,000 for an aggregate purchase price of $534,000. On June 12, 2023, we retired the AJB Note 2 in full with proceeds received from the issuance of a new promissory note to a related party (See “Note 7 - Notes Payable, Related Party” and “Note 8 - Notes Payable, Net”).

Upon issuance, we identified certain conversion features embedded in the AJB Capital notes that represented derivative liabilities.

The following table summarizes the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended July 31, 2023 and 2022:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

	July 31, 2023			July 31, 2022
Balance at beginning of period	$	76,451		$	108,232
Derivative liability on issuance of notes		-			192,886
Change in fair value of derivative liability		(76,451	)		(224,667	)
Balance at end of period	$	-		$	76,451

During the years ended July 31, 2023 and 2022, the fair value of the derivative feature of the AJB Capital notes were calculated using the following range of assumptions:

SCHEDULE OF FAIR VALUE ASSUMPTIONS OF DERIVATIVE FEATURE

	July 31, 2023		July 31, 2022
Expected volatility	94.2 to 126.4	%	70.4 to 101.2	%
Expected term (in years)	0.02 to .27		0.01 to 1.00
Risk-free interest rate	4.06 to 4.58	%	0.04 to 2.91	%
Dividend yield	None		None

On July 31, 2023 and 2022, the derivative liability related to the AJB Capital notes was $-0- and $76,451, respectively. For the years ended July 31, 2023 and 2022, we recorded income of $76,451 and $224,667, respectively, related to the change in fair value of the derivative liability.

There was no derivative expense recorded in the years ended July 31, 2023 and 2022.

NOTE 10 - 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 year ended July 31, 2023, we recorded $230,834 of compensation expense, net of capitalized expense of $57,990, related to stock options and warrants. During the year ended July 31, 2022, we recorded 466,948 of compensation expense, net of capitalized expense of $78,632, related to stock options and warrants. There were no stock options or warrants issued during the years ended July 31, 2023 and 2022. When applicable, we estimate the grant date fair value of stock options and warrants using the Black-Scholes pricing model.

F-15

The following table summarizes our options and warrant activity for the years ended July 31, 2023 and 2022:

SUMMARY OF OPTIONS AND WARRANTS ACTIVITY

	July 31, 2023					July 31, 2022
	Number of			Weighted		Number of		Weighted
	Options and			Average		Options and		Average
	Warrants			Exercise Price		Warrants		Exercise Price
Balance at beginning of year		7,350,000		$	1.21		7,350,000	$	1.21
Expired		(2,500,000	)		3.00		-		-
Balance at end of period		4,850,000		$	0.28		7,350,000	$	1.21
Options and warrants exercisable		4,566,666		$	0.28		5,800,000	$	1.45

Summary of Restricted Stock Grants

During the years ended July 31, 2023 and 2022, we recorded compensation expense related to restricted stock grants of $56,182 and $6,563, respectively.

The following table summarizes our restricted stock activity for the years ended July 31, 2023 and 2022:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	July 31, 2023			July 31, 2022
Balance at beginning of period		100,000			200,000
Granted		2,846,093			-
Released		(664,062	)		(100,000	)
Balance at end of period		2,282,031			100,000

NOTE 11 - INCOME TAXES

A reconciliation of the provision for income taxes as reported, and the amount computed by multiplying net loss by the federal statutory rate of ~~21%~~21% as of July 31, ~~2020~~2023 and ~~2019~~2022 are as follows:

SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES

	July 31, 2020			July 31, 2019			July 31, 2023			July 31, 2022
Federal income tax benefit computed at the statutory rate	$	(222,198	)	$	(176,089	)	$	(273,516	)	$	(238,994	)
Increase (decrease) resulting from:
State income taxes, net of federal benefit		(1,088	)		(6,459	)
Equity based compensation		89,933			61,847
Stock-based compensation								72,451			115,950
Derivatives								24,768			31,443
Valuation allowance		133,113			119,019			176,139			91,095
Other		240			1,682			158			506
Income tax benefit, as reported	$	-		$	-		$	-		$	-

The components of the net deferred tax asset as of July 31, ~~2020~~2023 and ~~2019~~2022 are as follows:

SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSET

	July 31, 2020			July 31, 2019			July 31, 2023			July 31, 2022
Deferred tax assets:
Net operating loss carryovers	$	537,764		$	404,651		$	949,990		$	773,851
Valuation allowance		(537,764	)		(404,651	)		(949,990	)		(773,851	)
Net deferred tax asset, as reported	$	-		$	-		$	-		$	-

~~F-14~~

In assessing the realizable value of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which these temporary differences become tax deductible. Based on management’s assessment of objective and subjective evidence, we have concluded at this time it is more likely than not that all of our deferred tax asset will not be realized and we have provided a valuation allowance for the entire amount of the deferred tax asset. At July 31, ~~2020~~2023, we have approximately ~~$2.46~~$4.43 million in federal and state net operating loss carryovers that begin expiring in fiscal ~~2037.~~2037.

F-16

We conduct business solely in the United States and file income tax returns in the United States federal jurisdiction as well as in the states of Tennessee and Colorado. The taxable years ended July 31, ~~2019,~~2023 through 2018 ~~and 2017~~ remain open to examination by the taxing jurisdictions to which we are subject.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as ~~“Other~~Other expenses – Interest ~~expense”~~expense in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative.”

No material interest or penalties on unpaid tax were recorded during the ~~year~~years ended July 31, ~~2020~~2023 and ~~2019.~~2022. As of July 31, ~~2020~~2023 and ~~2019,~~ 2022, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

NOTE 1012 - ~~RELATED PARTY TRANSACTIONS~~

To continue operations and meet operating cash requirements, we have periodically relied on advances 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. Amounts advanced primarily relate to amounts paid to vendors. The advances are considered temporary in nature and have not been formalized by any written agreement. As of July 31, 2020 and 2019, related parties have advanced the Company $271,819 and $228,506, respectively. The advances are payable on demand and carry no interest.

In addition, we have accrued expenses related to the January 15, 2016 consulting and advisory agreement with Platinum Equity Advisors, LLC (the “Platinum Agreement”), a related party. The Platinum Agreement was terminated on March 12, 2018 (the “Termination Date”) when Scott M. Boruff, the Chief Manager of Platinum, was appointed Chief Executive Officer of the Company. As of July 31, 2020 and 2019, the accrued amount owed under the Platinum Agreement is $-0- and $113,292, respectively.

The amounts and terms of the above 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 11 -~~ COMMON STOCK

At July 31, ~~2020~~2023 and ~~2019,~~2022, we had ~~36,474,611~~68,016,167 and ~~32,487,500~~42,304,673 shares of common stock outstanding, respectively. We issued ~~3,987,111~~25,711,494 shares of common stock during the ~~fiscal~~ year ended July 31, ~~2020,~~2023, of which ~~2,950,000~~19,722,260 were issued for the payment of accrued expenses, 3,000,000 shares were issued for cash, ~~500,000~~1,500,000 shares were issued for payment of note extension fees, 664,062 shares were issued upon the vesting of restricted stock grants, 450,000 shares were issued for services, ~~337,111~~and 375,172 shares were issued for the conversion of debt and related accrued interest. During the year ended July 31, 2022, we issued 2,186,666 shares of common stock, of which 1,250,000 shares were issued upon ~~conversion~~final settlement of a securities purchase agreement, 666,666 shares were issued pursuant to a debt settlement and ~~200,000~~amendment agreement, 170,000 shares were issued for services, and 100,000 shares were issued for the vesting of an employee stock grant. No

On August 26, 2022, we executed a consulting agreement with G. Shayne Bench, individually, and Bucuti Investments, LLC, or assignee (“Bench”) to provide business advisory services in analyzing, structuring, negotiating and effecting business combinations, and serving on our Board of Directors. Pursuant to the terms of the agreement, we provided Bench a one (1) year restricted stock award of 846,093 shares, which were valued at $0.0135 on the award date. The restricted stock award vest ratably, on a monthly basis, at the end of each month of completed service. Vested common shares are issued ~~during~~on a quarterly basis in accordance with the Company’s quarterly reporting periods. During the year ended July 31, ~~2019.~~

~~F-15~~

~~On February 11, 2020,~~2023, we ~~completed a private placement of 1,000,000~~issued 564,062 shares of our common stock ~~at a price of $0.10 per share resulting in net proceeds to~~under the ~~Company of $100,000. We incurred no cost related to the private placement.~~restricted stock award.

On March 18, 2020, we completed a private placement of 200,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $20,000. We incurred no cost related to the private placement.

~~On March 21, 2020,~~November 1, 2022, we executed an agreement with ~~BrandMETTLE, LLC (“BrandMETTLE”)~~a consultant to ~~serve as our advertising~~provide business advisory services on financings, corporate restructuring, strategic alliances and ~~marketing agency.~~business relationships. Pursuant to the terms of the agreement, we issued 250,000 shares of our common stock to ~~certain principals of BrandMETTLE~~the consultant at an estimated value of ~~$0.18~~$0.055 per share.

On ~~July 8, 2020,~~January 20, 2023, we issued ~~56,048~~120,726 shares of common stock to the holder of a ~~$25,000~~$50,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of ~~$3,024~~$10,363 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of ~~$0.50~~$0.50 per share.

On ~~July 8, 2020,~~February 10, 2023, we ~~completed a private placement of 1,000,000~~issued 254,446 shares of ~~our~~ common stock to the holder of a $100,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $27,223 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of ~~$0.10~~$0.50 per ~~share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.~~share.

F-17

On ~~July 13, 2020,~~February 28, 2023, we ~~completed a private placement of 250,000~~issued 500,000 shares of ~~our~~ common stock to AJB Capital Investments, LLC, the holder of a promissory note, as a fee for extending the maturity date of the note. The shares were issued at an agreed upon value of $0.10 per share.

On May 11, 2023, we issued 500,000 shares of common stock to AJB Capital Investments, LLC, the holder of a ~~price~~promissory note, as a fee for extending the maturity date of ~~$0.10~~the note. The shares were issued at an agreed upon value of $0.10 per ~~share resulting in net proceeds to the Company of $25,000. We incurred no cost related to the private placement.~~share.

On July 16, 2020, we completed two (2) private placements totaling 500,000 shares of our common stock, each at a price of $0.10 per share, resulting in net proceeds to the Company of $50,000. We incurred no cost related to the private placements.

~~On July 16, 2020,~~2023, we issued ~~200,000~~100,000 shares of common stock to an employee upon the vesting of a portion of a restricted stock grant. The grant date fair value of the shares issued was ~~$0.35~~$0.35 per share.

On July ~~17, 2020,~~31, 2023, we ~~executed~~issued 15,002,760 shares of common stock for payment of accrued compensation due to officers of the company pursuant to their employment agreements. The shares were issued at an ~~agreement~~agreed upon value of approximately $0.107 per shares.

On July 31, 2023, we issued 4,719,500 shares to Platinum Equity Advisors, LLC, a related party, for payment of accrued fees due under the Non-Employee Chief Executive Officer Engagement Agreement dated May 1, 2021. The shares were issued at an agreed upon value of $0.10 per share.

NOTE 13 - COMMON STOCK SUBSCRIBED

On April 30, 2021, we entered into a common stock Subscription Agreement (the “SPA”) with ~~Haygood Moody Hodge PLC (“HMH”) to provide general legal services to the Company. Pursuant to~~an investor. Under the terms of the ~~agreement, we issued 250,000~~SPA, the investor agreed to purchase 2,000,000 shares of our common stock at a purchase price of $0.10 per share through a series of payments. The common stock subscription was recorded as Common stock subscribed and related Stock subscriptions receivable on our consolidated balance sheets. After receipt of $125,000 from the investor, on August 13, 2021 both the Company and the investor mutually agreed to ~~a principal~~settlement of ~~HMH~~the SPA for ~~prepaid legal services~~the amounts received and the issuance of the shares at ~~an estimated value of $0.20~~the agreed upon price per share.

On At July ~~24, 2020, we issued 56,176 shares of common~~31, 2023 and 2022, there was no stock ~~to the holder of a $25,000 5% Convertible Promissory Note (the “Note”)~~subscriptions receivable reflected in ~~exchange for the Note plus accrued interest of $3,088 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.~~our consolidated balance sheet.

On July 29, 2020, we issued 224,887 shares of common stock to the holder of a $25,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $3,088 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

NOTE 1214 - ~~STOCK-BASED COMPENSATION~~RELATED PARTY TRANSACTIONS

~~Our stock-based compensation programs~~To continue operations and meet operating cash requirements, we have periodically relied on advances from related parties, primarily shareholders, until such time as our cash flow from operations meets our cash requirements or we are ~~long-term retention awards that~~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. Amounts advanced primarily relate to amounts paid to vendors. The advances are ~~intended to attract, retain,~~considered temporary in nature and ~~provide incentives for employees, officers and directors, and to align stockholder and employee interest. We utilize grants~~have not been formalized by any written agreement. As of ~~both stock options and warrants and restricted stock to achieve those goals.~~

~~Summary of Stock Options and Warrants~~

~~During the year ended~~ July 31, ~~2020,~~2023 and 2022, related parties were owed $328,819 and $267,765, respectively, which are included in Accounts payable and accrued expenses, related party on the consolidated balance sheets (See “Note 5 - Accounts Payable and Accrued Expenses”). The amounts owed are payable on demand and carry no interest. 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.

Effective May 1, 2021, we ~~recorded $334,939 of compensation expense, net of capitalized expense of $20,641,~~entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC, a related party, to ~~stock options and warrants. During~~provide the year ended July 31, 2019, we recorded $294,510 of compensation expense related to stock options and warrants. The grant date fair value stock options and warrants during the year ended July 31, 2020 was $808,253. No stock options or warrants were granted during the year ended July 31, 2019.

~~F-16~~

~~We estimated the grant date fair value of stock options and warrants using the Black-Scholes pricing model with the following weighted average range of assumptions for the periods presented:~~

	~~July 31, 2020~~			~~July 31, 2019~~
~~Expected volatility~~		~~271.37~~	%		-
~~Expected term (in years)~~		~~3.25~~			-
~~Risk-free interest rate~~		~~0.46~~	%		-
~~Dividend yield~~		~~None~~			-

~~Expected Volatility~~

~~Due to the fact we do not consider historical volatility is the best indicator of future volatility, we use implied volatility~~services of our ~~options to estimate future volatility.~~

~~Expected Term~~

~~Where possible, we use~~CEO and Chairman of the ~~simplified method to estimate the expected term~~Board of ~~employee stock options. Where we are unable to use the simplified method due to~~Directors. Under the terms of ~~a stock option, we may use a modified simplified method to estimate~~ the ~~expected term. We do not have adequate historical exercise data to provide a reasonable basis for estimating the expected term for the current share options granted.~~Contract CEO Agreement, Platinum Equity Advisors, LLC was owed $225,000 and $373,500 at July 31, 2023 and 2022, respectively. The ~~simplified method assumes that employees will exercise share options evenly between the period when the share options are vested~~amount owed is included in Accounts payable and ~~ending~~accrued expenses, related party on the ~~date when~~consolidated balance sheets (See “Note 5 – Accounts Payable and Accrued Expenses”).

On June 12, 2023, we issued a Promissory Note to Platinum Equity Advisors, LLC in the ~~options would expire.~~

~~Risk-Free Interest Rate~~

principal amount of $372,069. The ~~risk-free rate for~~note, plus accrued interest, is due on December 12, 2023. At July 31, 2023, accrued but unpaid interest on the ~~expected term~~note was $5,064 (See “Note 5 – Accounts Payable and Accrued Expenses” and “Note 7 - Notes Payable, Related Party”). The amount and terms of the ~~option is based on~~related party loan may not necessarily be indicative of the ~~U.S. Treasury yield curve at the date of grant.~~amount and terms that would have been incurred had comparable transactions been entered into with independent third parties.

~~Dividend Yield~~

~~We have not estimated any dividend yield as we currently do not pay a dividend and do not anticipate paying a dividend over the expected term.~~

~~The following table summarizes our options and warrant activity for the years ended July 31, 2020 and 2019:~~

July 31, 2020 July 31, 2019
Number of Weighted Number of Weighted
Options and Average Options and Average
Warrants Exercise Price Warrants Exercise Price
Balance at beginning of year 2,500,000 $ 3.00 2,500,000 $ 3.00
Granted 3,850,000 0.25 - -
Exercised - - - -
Balance at end of year 6,350,000 $ 1.34 2,500,000 $ 3.00
Options and warrants exercisable 2,150,000 $ 1.85 625,000 $ 3.00

~~Summary of Restricted Stock Grants~~

During the years ended July 31, 2020 and 2019, we recorded compensation expense of $72,674 and $-0-, respectively, related to restricted stock grants. The grant date fair value of restricted stock during the year ended July 31, 2020 was $175,000. There were no restricted stock grants during the year ended July 31, 2019.

~~The following table summarizes our restricted stock activity for the years ended July 31, 2020 and 2019:~~

July 31, 2020 July 31, 2019
Balance at beginning of year $ - $ -
Granted 500,000 -
Released (200,000 ) -
Forfeited - -
Balance at end of year $ 300,000 $ -

~~F-17~~F-18

NOTE ~~13 –~~ 15 - COMMITMENTS AND CONTINGENCIES

~~On March 13, 2018, in connection~~Employment and Consulting Agreements

Effective May 1, 2021, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the ~~appointment~~services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. As compensation for the services, the Company shall pay Platinum an annual base fee of $323,400. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to one (1) year’s base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards as approved by the Board of Directors as defined in the agreement.

On September 1, 2020, in connection with the appointment of Susan A. Reyes, M.D. as Chief Medical Officer of the Company, the Company and ~~Mr. Boruff~~Dr. Reyes entered into an employment agreement (the ~~“Boruff~~“Reyes Employment Agreement”) with an initial term of three (3) years. As compensation for ~~his~~her services, the Company shall pay ~~Mr. Boruff~~Dr. Reyes an annual base salary of ~~$300,000.~~$52,000. The base salary shall be accrued until the Company obtains funding of at least $1,000,000, or has reported $10,000,000 in revenue, whichever occurs first. In the event ~~Mr. Boruff’s~~Dr. Reyes’ employment with the Company is terminated without cause, ~~Mr. Boruff~~Dr. Reyes shall be entitled to a severance payment equal to ~~his~~her base salary for one (1) full year. If ~~Mr. Boruff~~Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, ~~Mr. Boruff~~Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary heshe is then earning. In addition, ~~Mr. Boruff~~Dr. Reyes is eligible for equity awards as approved by the Board of Directors as defined in the ~~agreement.~~agreement.

On October 8, 2019, in connection with the appointment of Charles B. Lobetti, III as Chief Financial Officer of the Company, the Company and Mr. Lobetti entered into an employment agreement (the “Lobetti Employment Agreement”) ”) with an initial term of three (3) years. Pursuant to a modification of the Lobetti Employment Agreement effective May 1, 2020, the Company shall pay Mr. Lobetti an annual base salary of $104,000 per year as compensation for his services. In the event Mr. Lobetti’s employment with the Company is terminated without cause, Mr. Lobetti shall be entitled to a severance payment equal to his base salary for one (1) full year. If Mr. Lobetti is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Lobetti shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Lobetti is eligible for equity awards as approved by the Board of Directors as defined in the agreement.

On June 15, 2020, in connection with the appointment of Kenneth M. Greenwood as Chief Technology Officer of the Company, the Company and Mr. Greenwood entered into an employment agreement (the “Greenwood Employment Agreement”) with an initial term of three (3) years. As compensation for his services, the Company shall pay Mr.
Greenwood an annual base salary of ~~$257,000.~~$257,000. The base salary shall be accrued until the Company obtains funding of $1,000,000 in excess of funding used for inventory purchases, or has $1,000,000 in revenue, whichever occurs first. In the event Mr. Greenwood’s employment with the Company is terminated without cause, Mr. Greenwood shall be entitled to a severance payment equal to his base salary for one (1) full year. If Mr. Greenwood is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Greenwood shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Greenwood is eligible for equity awards as approved by the Board of Directors as defined in the agreement. The initial term of the Greenwood Employment Agreement expired on June 15, 2023 and automatically renewed for one year.

On October 8, 2019, in connection with the appointment of Charles B. Lobetti, III as Chief Financial Officer of the Company, the Company and Mr. Lobetti entered into an employment agreement (the “Lobetti Employment Agreement”) with an initial term of three (3) years. Pursuant to a modification of the Lobetti Employment Agreement effective May 1, 2020, the Company shall pay Mr. Lobetti an annual base salary of $104,000 per year as compensation for his services. In the event Mr. Lobetti’s employment with the Company is terminated without cause, Mr. Lobetti shall be entitled to a severance payment equal to his base salary for one (1) full year. If Mr. Lobetti is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Lobetti shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary he is then earning. In addition, Mr. Lobetti is eligible for equity awards as approved by the Board of Directors as defined in the agreement. The initial term of the Lobetti Employment Agreement expired on October 8, 2022 and automatically renewed for one year.

Litigation

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

NOTE 1416 - SUBSEQUENT EVENTS

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 “Note”). In the event we default under the terms of the Note, we are required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. Upon receipt, the acquired shares were immediately canceled.

On August 15, 2020, we issued 112,624 shares of common stock to the holder of a $50,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $6,312 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

On September 1, ~~2020, Susan A. Reyes, M.D.~~2023 we received a legal notice of default and demand for payment (the “Demand Notice”) under an alleged written “Payment Guarantee” (the “Guaranty”) related to a Business Loan and Security Agreement dated September 15, 2022 between a lender we have no relationship with and a related party borrower. The legal notice is addressed to us under our former name(s) and to one or both of our inactive subsidiaries. At this time, the facts surrounding the applicability of the Demand Notice and Guaranty to us and/or our subsidiaries is ambiguous. We are currently investigating the circumstances of the Demand Notice and will review and consider applicable accounting standards for recording and disclosure if a lawsuit is ultimately filed against the Company ~~entered into a three-year Employment Agreement in which Dr. Reyes agreed~~or its subsidiaries.

We evaluate subsequent events and transactions that occur after the balance sheet date for the period presented and up to serve as our Chief Medical Officer. As compensation, we agreed to pay her an annual salary of $52,000 and she is entitled to discretionary bonuses as may be awarded from time to time by our Board of Directors. As additional compensation we granted her stock options to purchase 1,000,000 shares of our common stock at an exercise price of $0.40 per share, which was the ~~closing price of common stock as reported on the OTC Markets on the date immediately preceding the~~issuance date of the Employment Agreement. The options vested 150,000 shares immediately upon execution of the Employment Agreement with the remaining vesting equally in annual installments over three (3) years. The vesting date offinancial statements. Based on our review, we did not identify any ~~unvested options accelerates~~subsequent events other than those listed above that would require adjustment to or disclosure in the event of a Change in Control (as defined in the Employment Agreement). Dr. Reyes is also entitled to paid vacation and sick leave, and participation in any employee benefit plans or programs we may offer. The initial term of the Employment Agreement will automatically renew for an additional one-year term unless either party provides notice of non-renewal.consolidated financial statements.

The Employment Agreement terminates upon the death or disability of Dr. Reyes, and may be terminated by us for cause, or by Dr. Reyes for any reason. If the Employment Agreement is terminated for by us for cause, upon her death or disability, at non-renewal or by Dr. Reyes, she is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Dr. Reyes for good reason, we are obligated to pay her severance equal to one year’s base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Dr. Reyes’ employment 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 her an amount equal to 2.99 times her annualized compensation. “Change in Control” is defined in the Employment 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. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions.

On October 13, 2020, we completed two (2) private placements totaling 1,050,000 shares of our common stock, each at a price of $0.10 per share, resulting in net proceeds to the Company of $105,000. We incurred no cost related to the private placements.

~~F-18~~F-19

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

PART I	4
ITEM 1. BUSINESS.	4
ITEM 1A. RISK FACTORS.	5
ITEM 1B. UNRESOLVED STAFF COMMENTS.	10
ITEM 2. PROPERTIES.	10
ITEM 3. LEGAL PROCEEDINGS.	10
ITEM 4. MINE SAFETY DISCLOSURES.	10
PART II	1011
ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	1011
ITEM 6. SELECTED FINANCIAL DATA.	1112
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	1819
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	1819
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	1819
ITEM 9A. CONTROLS AND PROCEDURES.	2019
ITEM 9B. OTHER INFORMATION	2120
PART III	21
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	21
ITEM 11. EXECUTIVE COMPENSATION.	2424
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	2727
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	2829
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	2930
PART IV	3031
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	3031
SIGNATURES	3133

	High		Low
Fiscal Year 2022
First quarter ended October 31, 2021	$	0.48	$	0.17
Second quarter ended January 31, 2022	$	0.16	$	0.09
Third quarter ended April 30, 2022	$	0.12	$	0.08
Fourth quarter ended July 31, 2022	$	0.12	$	0.05

Fiscal Year 2023
First quarter ended October 31, 2022	$	0.22	$	0.05
Second quarter ended January 31, 2023	$	0.23	$	0.06
Third quarter ended April 30, 2023	$	0.16	$	0.09
Fourth quarter ended July 31, 2023	$	0.12	$	0.06

	High		Low
Fiscal Year 2019
First quarter ended October 31, 2018	$	0.65	$	0.30
Second quarter ended January 31, 2019	$	0.45	$	0.30
Third quarter ended April 30, 2019	$	0.47	$	0.12
Fourth quarter ended July 31, 2019	$	0.20	$	0.12

Fiscal Year 2020
First quarter ended October 31, 2019	$	0.42	$	0.15
Second quarter ended January 31, 2020	$	0.42	$	0.40
Third quarter ended April 30, 2020	$	0.50	$	0.18
Fourth quarter ended July 31, 2020	$	0.48	$	0.19

Name and Principal	Fiscal						Stock		Non-Equity Incentive Plan		Non-Qualified Deferred Compensation		All Other				Fiscal						Stock		Non-Equity Incentive Plan		Non-Qualified Deferred Compensation		All Other
Position	Year		Salary		Bonus		Awards		Compensation		Earnings		Compensation		Total		Year		Salary		Bonus		Awards		Compensation		Earnings		Compensation		Total

Scott B. Boruff		2020		300,000		-		294,510		-		-		23,400		617,910		2023		-		-		-		-		-		323,400		323,400
Chief Executive Officer		2019		300,000		-		294,510		-		-		23,400		617,910		2022		-		-		173,809		-		-		323,400		497,209
Director (1)

Charles B. Lobetti, III		2020		55,355		-		92,258		-		-		3,910		151,523		2023		104,000		-		15,620		-		-		4,800		124,420
Chief Financial Officer (2)		2019		-		-		-		-		-		-		-		2022		104,000		8,855		52,461		-		-		4,800		170,116

Kenneth M. Greenwood		2020		32,125		-		20,845		-		-		-		52,970		2023		102,800		-		145,917		-		-		-		248,717
Officer (3)		2019		-		-		-		-		-		-		-
Chief Technology Officer (3)																		2022		141,350		-		166,763		-		-		-		308,113

Susan A. Reyes MD																		2023		52,000		-		80,478		-		-		-		132,478
Chief Medical Officer (4)																		2022		52,000		-		80,478		-		-		-		132,478

	●	develop and introduce functional and attractive services;

	●	attract and maintain a large base of customers;

	●	increase awareness of the Company brand and develop consumer loyalty;

	●	respond to competitive and technological developments;

	●	build an operations structure to support the Company business; and

	●	attract, retain and motivate qualified personnel.

	●	Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.

	●	Our ability to source strong opportunities with sufficient risk adjusted returns.

	●	Our ability to manage our capital and liquidity requirements based on changing market ~~conditions generally.~~conditions.

	●	The acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees.

	●	The amount and timing of operating costs and other costs and expenses.

	●	The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.

	●	Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.

	●	Adverse 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.

	●	Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.

	●	~~On October 8, 2019, Charles B. Lobetti, III~~An independent director was appointed ~~CFO~~to our Board of Directors. G. Shayne Bench was appointed to our Board of Directors on August 26, 2022. Mr. Bench is co-founder and ~~entered into~~Chief Financial Officer of Trillium Healthcare Consulting and brings a ~~three-year employment agreement with~~wealth of experience and knowledge in the ~~Company. The employment agreement provides for a base salary of $52,000 per annum (on a part-time basis), a monthly automobile allowance of $400 and 600,000 options~~senior living industry to ~~purchase~~ the Company’s common stock at an exercise price of $0.15 per share with 25% immediately vested and exercisable on the grant date and the remaining options vesting equally over a period of three (3) yearsCompany.

	●	We received $300,000 in net proceeds from the grant date. The value of the options on the grant date was estimated using the Black-Scholes pricing model and is being recognized as an expense over the vesting term. Effective May 1, 2020, Mr. Lobetti’s base salary was increased to $104,000 to reflect an increased time commitment and he received a restricted stock grant of 500,000 shares, of which 200,000 shares vested on the date of the grant.

	●	~~On February 11, 2020, we completed a private placement of 1,000,000 shares~~sale of our common stock at aan average price of $0.10 per ~~share resulting~~share. The net proceeds were used to pay off existing debt and provide working capital.

	●	At the option of the holders, convertible debt with a face amount of $150,000 and related accrued interest of $37,586 was converted into common shares of the Company. The conversion reduced short-term debt and increased equity by $187,586.

	●	We issued a new promissory note to Platinum Equity Advisors, LLC, a related party, and received $372,069 in net proceeds. The net proceeds were used to retire the ~~Company~~principal balance and related accrued interest under a promissory note to AJB Capital Investments, LLC. The new promissory note allows for greater flexibility and significantly reduces the risk and consequences of ~~$100,000. We incurred no cost related to the private placement.~~a default.

	●	~~On March 18, 2020, we completed a private placement of 200,000 shares of our~~Our executive officers agreed to accept common stock ~~at a price~~as full or partial payment of ~~$0.10 per share resulting in net proceeds to the Company of $20,000. We incurred no cost related to the private placement.~~

	●	~~On March 21, 2020, we executed an agreement with BrandMETTLE, LLC (“BrandMETTLE”) to serve~~all compensation owed under their respective compensation agreements as our advertising agency for IndeLiving. Pursuant to the terms of the agreement, we issued 250,000 shares of our common stock to certain principals of BrandMETTLE at an estimated value of $0.18 per share. BrandMETTLE focuses on providing branding, advertising, marketing and strategy development for senior targeted healthcare technology firms, senior living communities, pharmaceutical concerns and lifestyle brands for the age 55+ consumer.

	●	On April 22, 2020, we executed an agreement with Jurgen Vollrath to act as our outside counsel for Intellectual Property (“IP”). Pursuant to the terms of the agreement, we issued 1,250,000 warrants to purchase the Company’s common stock at an exercise price of $0.23 per share with 250,000 warrants immediately vested and exercisable on the grant date and the remaining options vesting equally over a period of three (3) years from the grant date. Mr. Vollrath, who has spent the last 30 years working with technology firms ranging from startups to Fortune 100 companies, is recognized as a leading IP strategist.

	●	On April 30, 2020, we closed an SBA guaranteed PPP loan with Mountain Commerce Bank resulting in $41,667 in loan proceeds to the Company. We expect to use the loan proceeds as permitted under the program and apply for and receive forgiveness for the entire loan amount. As of July 31, ~~2020, we are still awaiting the SBA’s issuance of final rules for forgiveness~~2023. Accrued compensation totaling $2,053,006 was paid in common stock of the ~~loan~~Company at a weighted average agreed up value of $0.104 per share. The transaction significantly improved our balance ~~prior to submitting our application for forgiveness.~~sheet by reducing current liabilities and increasing equity by the $2,053,006 amount.

	●	~~On June 15, 2020, Kenneth M. Greenwood was appointed CTO~~We introduced two new products - SafeFace and ~~entered into~~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 ~~three-year employment agreement with the Company. The employment agreement provides for a base salary of $257,000 per annum (on a part-time basis),~~novel fully ambient elopement detection and ~~2,000,000 options to purchase the Company’s common stock at an exercise price of $0.30 per share with 25% immediately vested and exercisable~~alerting system based on the grant date and the remaining options vesting equally over a period of three (3) years from the grant date. The value of the options on the grant date was estimated using the Black-Scholes pricing model and is being recognized as an expense over the vesting term.our facial recognition technology.

	●	On ~~July~~August 8, ~~2020,~~2023, we ~~issued 56,048 shares~~announced a strategic alliance with Signature HealthCARE (“Signature”). The alliance aims to implement a series of ~~common stock~~pilot programs during the coming fiscal year. The collaboration will involve several new proprietary, fully ambient AI-based solutions to be pilot tested and deployed across multiple Signature senior living facilities. Signature is a family-based healthcare company that offers integrated services in 10 states across the ~~holder~~continuum of a $25,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $3,024 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

	●	On July 8, 2020, we completed a private placement of 1,000,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.care, including skilled nursing, rehabilitation, assisted living, memory care, home health, cognitive care, and telemedicine.

	●	On July 13, 2020, we completed a private placement of 250,000 shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $25,000. We incurred no cost related to the private placement.

	●	On July 16, 2020, we completed two (2) private placements totaling 500,000 shares of our common stock, each at a price of $0.10 per share, resulting in net proceeds to the Company of $50,000. We incurred no cost related to the private placements.

	●	~~On July 16, 2020, we issued 200,000 shares of common stock to an employee upon the vesting of a portion of a restricted stock grant. The grant date fair value of the shares issued was $0.35 per share.~~

	●	On July 17, 2020, we executed an agreement with Haygood Moody Hodge PLC (“HMH”) to provide general legal services to the Company. Pursuant to the terms of the agreement, we issued 250,000 shares of our common stock to a principal of HMH for prepaid legal services at an estimated value of $0.20 per share.

	●	On July 24, 2020, we issued 56,176 shares of common stock to the holder of a $25,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $3,088 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

	●	On July 29, 2020, we issued 224,887 shares of common stock to the holder of a $100,000 5% Convertible Promissory Note (the “Note”) in exchange for the Note plus accrued interest of $12,444 through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

	July 31, 2020			July 31, 2019
Net revenue	$	-		$	27,909
Operating expenses		(719	)		(35,969	)
Interest expense		(802	)		(7,534	)
Loss from discontinued operations	$	(1,521	)	$	(15,594	)

	●	Lack of a functioning audit committee;
	●	Lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
	●	Inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation;
	●	Management dominated by a single individual/small group without adequate compensating controls.

Name	Age	Title
Scott M. Boruff	5760	Chief Executive Officer, Director
Charles B. Lobetti, III	5760	Chief Financial Officer
Kenneth M. Greenwood	6165	Chief Technology Officer
Susan A. Reyes	5760	Chief Medical Officer
G. Shayne Bench	50	Director

	●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

●	●	been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	●	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action has not been reversed, suspended, or vacated;

	●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to (i) an alleged violation of any federal or state securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

	●	our principal executive officer or other individual serving in a similar capacity,

	●	our ~~two~~three most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers at July 31, ~~2020~~2023 and ~~July 31, 2019~~2022 as that term is defined under Rule B-7 of the Securities Exchange Act of 1934.

	1)(1)	Mr. Boruff has served as our Chief Executive Officer and ~~our sole~~as a Director since March 13, 2018.
	2)(2)	Mr. Lobetti has served as our Chief Financial Officer since October 8, 2019.
	3)(3)	Mr. Greenwood has served as our Chief Technology Officer since June 15, 2020.
	(4)	Ms. Reyes has served as our Chief Medical Officer since September 1, 2020

Title of Class	Name, Title and Address of Beneficial Owner of Shares	Amount of Beneficial Ownership (10)		Percent of Class (11)
Common	Scott M. Boruff, CEO, Director (1) 1462 Rudder Lane Knoxville, TN 37919		25,867,697		36.03	%

Common	Charles B. Lobetti, III, CFO (2) 814 Evolve Way, Knoxville, TN 37915		2,600,000		3.72	%

Common	Kenneth M. Greenwood, CTO (3) 404 Citrus Ridge Drive, Davenport, FL 33837		7,002,751		9.82	%

Common	Susan A. Reyes, MD, CMO (4) 9901 Sierra Vista Lane, Knoxville, TN 37922		2,516,666		3.58	%

Common	G. Shayne Bench, Director (5) 309 Ringling Point Dr., Sarasota, FL 34234		2,346,093		3.39	%

	All Officers and Directors as a Group		40,333,207		53.49	%

Principal Shareholders:
Common	Julie Boruff (6) 1462 Rudder Lane, Knoxville, TN 37919		23,367,697		33.72	%

Common	Platinum Equity Advisors, LLC (7) 1462 Rudder Lane, Knoxville, TN 37919		23,367,697		33.72	%

Common	Jeremy Gindro (8) 310 Tanner Avenue, Florence, CO 81226		7,870,000		11.36	%

	All Principal Shareholders as a Group (9)		7,870,000		11.36	%

Title of Class	Name, Title and Address of Beneficial Owner of Shares	Amount of Beneficial Ownership (6)		Percent of Class (7)
Common	Scott M. Boruff, CEO, Director (1) 1462 Rudder Lane Knoxville, TN 37919		12,914,854		33.25	%

Common	Charles B. Lobetti, III, CFO (2) 814 Evolve Way Knoxville, TN 37915		350,000		1.29	%

Common	Kenneth M. Greenwood, CTO (3) 404 Citrus Ridge Drive Davenport, FL 33837		500,000		1.29	%

Common	Susan A. Reyes, CMO (4) 9901 Sierra Visa Lane Knoxville, TN 37922		150,000		<1	%

	All Officers and Directors as a Group		14,064,854		36.21	%

Principal Shareholders:
Common Stock		Jeremy Gindro (5) 310 Tanner Avenue Florence, CO 81226			7.870,000				20.26	%

1)	The common shares ~~owed~~owned by Mr. Boruff ~~includes 11,664,854~~include 23,367,697 shares beneficially owned by ~~Platinum Equity Advisors, LLC, of which Mr.~~Julie Boruff, who is the ~~Chief Manager.~~spouse of Mr. Boruff.

2)	Mr. Lobetti directly owned 2,000,000 and 400,000 common shares at July 31, 2023 and 2022, respectively. Pursuant to Mr. ~~Boruff’s March 13, 2018~~Lobetti’s employment agreement ~~as our Chief Executive Officer,~~dated October 8, 2019, the shares owned at July 31, 2023 also include options to purchase 1,250,000 shares of our common stock, which are vested and exercisable at $3.00 per share and expire in 2023. The number of shares owned by Mr. Boruff excludes options to purchase 1,250,000 shares of our common stock at $3.00 per share which have not yet vested and expire in 2023.

2)	~~Mr. Lobetti owned 200,000 shares at July 31, 2020 and -0- shares at July 31, 2019. As of October 8, 2019, Mr. Lobetti’s employment agreement includes an option to purchase 150,000~~600,000 shares of our common stock which are vested and exercisable at $0.15 per share ~~on such date~~ and expire in 2024. The remaining 450,000 options granted under the employment agreement will vest annually in equal amounts over a three-year period, including 150,000 shares that vest within 60 days of October 16, 2020. Mr. Lobetti received a restricted stock grant of 500,000 shares on July 16, 2020. Under the terms of the grant, 200,000 shares vested immediately with the remaining shares vesting equally over a three-year period.

3)	Mr. Greenwood directly owned no5,002,751 common shares at July 31, ~~2020 and 2019. As of June 15, 2020,~~2023. He directly owned no common shares at July 31, 2022. Pursuant to Mr. Greenwood’s employment agreement ~~includes an option~~dated June 15, 2020, the shares owned at July 31, 2023 include options to purchase ~~500,000~~2,000,000 shares of our common stock which are vested and exercisable at $0.30 per share ~~on such date~~ and expire in ~~2024. The remaining 1,500,000 options granted under the employment agreement will vest annually in equal amounts over a three-year period.~~2025.

4)	~~Dr.~~Susan Reyes, MD directly owned no1,516,666 common shares at July 31, ~~2020 and 2019. As of September 1, 2020,~~2023. She directly owned no common shares at July 31, 2022. Pursuant to Dr. Reyes’ employment agreement ~~includes an option~~dated September 1, 2020, the shares include options to purchase ~~150,000~~1,000,000 shares of our common stock which are vested, or will vest within 60-days of the filing date of this report, and are exercisable at $0.40 per share ~~on such date~~ and expire in ~~2024.~~2025.

5)	G. Shayne Bench beneficially owned 2,064,062 common shares at July 31, 2023. He owned no shares at July 31, 2022. Mr. Bench’s beneficial ownership is derived from common shares directly owned by Bucuti Investments, LLC - and entity owned and controlled by Mr. Bench. Upon Mr. Bench’s appointment as a director of the Company on September 12, 2022, he received a one (1) year restricted stock grant of 846,093 shares of the Company’s common stock. The ~~remaining 850,000 options granted~~restricted stock grant vest ratably, on a monthly basis, at the end of each month of completed service. Mr. Bench also assigned his rights to the restricted stock grant to Bucuti Investments, LLC and the shares beneficially owned at July 31, 2023 include the shares vested under the ~~employment agreement will vest annually in equal amounts over a three-year period.~~grant.

6)	Includes shares owned by Platinum Equity Advisors, LLC, which is owned 100% and controlled by Julie Boruff.

7)	Owned 100% and controlled by Julie Boruff.

5)8)	The total includes 100,000 shares owned by James Gindro, the father of Jeremy Gindro.

6)9)	Only includes those shares not included in officers and directors as a group.

10)	As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security). The inclusion of any shares as deemed beneficially owned does not constitute an admission of beneficial ownership by the named stockholder.

7)11)	Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of ~~October 16, 2020~~November 13, 2023 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder. We currently do not maintain any equity compensation plans. As of ~~October 16, 2020,~~November 13, 2023, there were ~~38,837,235~~75,398,198 shares beneficially owned.

	●	the amounts involved exceeded or will exceed the lesser of 1% of our total assets or $120,000; and

	●	any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

	●	the director is, or at any time during the past three years was, an employee of the Company;

	●	the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);


●	●	a family member of the director is, or at any time during the past three years was, an executive officer of the Company;

	●	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

	●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or

	●	The director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit.

Exhibit No.		Description

2.1		Business Acquisition Agreement between Tomichi Creek Outfitters and Grasshopper Staffing, Inc., dated March 2, 2015 (as filed by the Company with the Securities and Exchange Commission on Form 8-K dated March 5, 2015 and incorporated herein by reference)

3.1		Articles of Incorporation (as filed by the Company with the Securities and Exchange Commission of Form S-1 dated August 20, 2013, and incorporated herein by reference)

3.2		Certificate of Amendment to Articles of Incorporation, filed November 2, 2015 (as filed with the Securities and Exchange Commission on Form 10-K dated November 23, 2016 and incorporated herein by reference)

3.3		Bylaws (as filed by the Company with the Securities and Exchange Commission of Form S-1 dated August 20, 2013, and incorporated herein by reference)

~~10.1~~4.1		Promissory Note in the principal amount of $360,000 between the Company and AJB Capital Investments, LLC, dated February 2, 2021 (as with the Securities and Exchange Commission on Form 8-K dated February 5, 2021 and incorporated herein by reference).
4.2		Promissory Note in the principal amount of $600,000 between the Company and AJB Capital Investments, LLC, dated February 9, 2022 (as with the Securities and Exchange Commission on Form 8-K dated February 14, 2022 and incorporated herein by reference).
10.1		Advisory Agreement dated January 15, 2016 by and between Grasshopper Staffing, Inc. and Platinum Equity Advisors, LLC (as filed ~~by the Company~~ with the Securities and Exchange Commission on Form 8-K dated January 22, 2016 and incorporated herein by reference)

10.2**		Employment Agreement between the Company and Scott M. Boruff, dated March13, 2018 (as filed with the Securities and Exchange Commission on Form 8-K dated March 15, 2018 and incorporated herein by reference)

10.3**		Employment Agreement between the Company and Charles B. Lobetti, III, dated October 8, 2019 (as filed with the Securities and Exchange Commission on Form 8-K dated January 14, 2020 and incorporated herein by reference)

10.410.3*		Employment Agreement between the Company and Kenneth M. Greenwood, dated June 15, 2020 (as filed with the Securities and Exchange Commission on Form 8-K dated June 16, 2020 and incorporated herein by reference)

10.510.4*		Employment Agreement between the Company and Susan A. Reyes, M.D., dated September 1, 2020 (as filed with the Securities and Exchange Commission on Form 8-K dated September 4, 2020 and incorporated herein by reference)

31.110.5*		Non-Employee Chief Executive Officer Engagement Agreement between the Company and Platinum Equity Advisors, LLC, effective May 1, 2021 (as filed with the Securities and Exchange Commission on Form 10-K dated October 28, 2021 and incorporated herein by reference)

10.6**		Consulting Agreement between the Company and G. Shayne Bench, effective August 26, 2022 (as filed with the Securities and Exchange Commission on Form 10-K dated September 23, 2022 and incorporated here by reference).

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

32.1*
32.1*		Chief Executive Officer and 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)

	Healthcare Integrated Technologies, Inc.

Date: ~~October 16, 2020~~November 13, 2023
	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		President, Chief Executive Officer (Principal Executive Officer)

	Healthcare Integrated Technologies, Inc.

Date: ~~October 16, 2020~~November 13, 2023
	By:	/s/ Charles B. Lobetti, III
		Charles B. Lobetti, III
		Chief Financial Officer (Principal Financial Officer)

	Page
Fiscal Years Ended July 31, ~~2020~~2023 and ~~2019~~2022

Report of Independent Registered Public Accounting Firm (PCAOB ID: 910)	~~F-1~~F-2

Consolidated Balance Sheets	~~F-2~~F-3

Consolidated Statements of Operations	~~F-3~~F-4

Consolidated Statements of Changes in Stockholders’ Deficit	~~F-4~~F-5

Consolidated Statements of Cash Flows	~~F-5~~F-6

Notes to Consolidated Financial Statements	~~F-6~~F-7 - ~~F-18~~F-19

We have served as the Company’s auditor since 2019

~~Nashville,~~Brentwood, Tennessee

~~October 16, 2020~~ November 13, 2023

					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

Balance July 31, 2018		32.487,500	$	32,488	$	8,287,656	$	(9,547,057	)	$	(1,226,913	)

Net loss								(838,518	)		(838,518	)
Stock-based compensation						294,510					294,510

Balance July 31, 2019		32,487,500		32,488		8,582,166		(10,385,575	)		(1,770,921	)

Net loss								(1,058,087	)		(1,058,087	)
Stock-based compensation		200,000		200		407,413					407,613
Issuance of equity for services		500,000		500		115,141					115,641
Issuance of common stock for conversion of debt and related accrued interest		337,111		337		168,218					168,556
Sale of common stock		2,950,000		2,950		292,050					295,000

Balance July 31, 2020		36,474,611	$	36,475	$	9,564,988	$	(11,443,662	)	$	(1,842,198	)

	July 31, 2020			July 31, 2019
Equipment	$	8,923		$	23,923
Vehicles		-			14,766
Subtotal		8,923			38,689
Less: accumulated depreciation		(6,470	)		(20,297	)
Total property and equipment, net	$	2,453		$	18,392

	July 31, 2020		July 31, 2019
Patents in process	$	27,299	$	-
Website in process		5,327		-
Internal use software in process		1,332		-
Total other intangibles, net	$	33,958	$	-