BAKHU HOLDINGS, CORP.

BAKHU HOLDINGS, CORP.
Consolidated Statements of Operations
(Unaudited)

For the Three Months Ended

For the Six Months Ended

January 31,

January 31,

2023

2022

2023

2022

NET REVENUES

$-

$-

$-

$-

OPERATING EXPENSES

Consulting fees (including stock-based compensation of $3,931,154, $2,220,294,
$8,364,037, and $6,663,700, respectively)

4,006,725

2,335,887

8,534,725

6,974,328

Professional fees

178,495

236,608

348,718

485,262

Depreciation of fixed assets

33,418

-

66,836

-

Other operating expenses

233,408

581,197

523,922

963,294

Total Operating Expenses

4,452,046

3,153,692

9,474,201

8,422,884

LOSS FROM OPERATIONS

(4,452,046)

(3,153,692)

(9,474,201)

(8,422,884)

OTHER INCOME (EXPENSES)

Impairment of intangible assets

-

(2,734,839)

-

(2,734,839)

Loss on sale of equipment

-

-

(65,748)

-

Interest expense

(48,830)

(29,716)

(95,493)

(57,343)

Total Other Income (Expenses)

(48,830)

(2,764,555)

(161,241)

(2,792,182)

LOSS BEFORE INCOME TAXES

(4,500,876)

(5,918,247)

(9,635,442)

(11,215,066)

PROVISION FOR INCOME TAXES

-

-

-

-

NET LOSS

$(4,500,876)

$(5,918,247)

$(9,635,442)

$(11,215,066)

BASIC AND DILUTED NET LOSS PER SHARE

$(0.01)

$(0.02)

$(0.03)

$(0.04)

WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING - BASIC AND DILUTED

301,298,200

301,182,981

301,290,592

301,019,557

The accompanying notes are an integral part of these financial statements

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended
	January 31,
	2024	2023
		(As Restated – see Note 9)

NET REVENUES	`$-`	`$-`

OPERATING EXPENSES

Consulting fees (including stock-based compensation of $170,993 and $2,569,241, respectively) (as restated for the three months ended January 31, 2023 – see Note 9)	`171,254`	`2,644,812`
Professional fees	`2,472`	`178,495`
Depreciation of fixed assets	`33,418`	`33,418`
Other operating expenses	`160,086`	`233,408`

Total Operating Expenses (as restated for the three months ended January 31, 2023 – see Note 9)	`367,230`	`3,090,133`

LOSS FROM OPERATIONS (as restated for the three months ended January 31, 2023 – see Note 9)	`(367,230)`	`(3,090,133)`

OTHER INCOME (EXPENSES)

Gain on settlement of debt	`323,078`	`-`
Interest expense	`(76,528)`	`(48,830)`

Total Other Income (Expenses)	`246,550`	`(48,830)`

LOSS BEFORE INCOME TAXES (as restated for the three months ended January 31, 2023 – see Note 9)	`(120,680)`	`(3,138,963)`

PROVISION FOR INCOME TAXES	`-`	`-`

NET LOSS (as restated for the three months ended January 31, 2023 – see Note 9)	`$(120,680)`	`$(3,138,963)`

BASIC AND DILUTED NET LOSS PER COMMON SHARE (as restated for the three months ended January 31, 2023 – see Note 9)	`$(0.00)`	`$(0.01)`

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED	`301,302,983`	`301,298,200`

The accompanying notes are an integral part of these financial statements

Page 4

BAKHU HOLDINGS, CORP.

BAKHU HOLDINGS, CORP.
Consolidated Statements of Cash Flows

For the Six Months Ended

January 31,

2023

2022

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$(9,635,442)

$(11,215,066)
Adjustments to reconcile net loss to net cash

used by operating activities:

Stock based compensation

8,364,037

6,663,700

Impairment of intangible assets

-

2,734,839

Loss on sale of equipment

65,748

-

Depreciation of fixed assets

66,836

-
Changes in operating assets and liabilities:

Accounts payable and accrued liabilities

719,664

143,203

Accrued interest

95,493

57,343

Net Cash Used by Operating Activities

(323,664)

(1,615,981)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of equipment

10,125

-

Net Cash Provided by Investing Activities

10,125

-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of common stock

30,000

1,456,003

Payments on notes payable - related parties

(2,883)

(105,046)

Proceeds from notes payable - related parties

276,372

249,098

Net Cash Provided by Financing Activities

303,489

1,600,055

DECREASE IN CASH AND CASH EQUIVALENTS

(10,050)

(15,926)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

12,451

46,929

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$2,401

$31,003

SUPPLEMENTAL DISCLOSURES:

Cash Payments For:

Interest

$-

$-

Income taxes

$-

$-

Non-cash financing activity:

Issuance of notes payable - related parties for fixed assets

$-

$765,161

The accompanying notes are an integral part of these financial statements.

Consolidated Statements of Operations (Continued)

(Unaudited)

	For the Six Months Ended
	January 31,
	2024	2023
		(As Restated – see Note 9)

NET REVENUES	`$-`	`$-`

OPERATING EXPENSES

Consulting fees (including stock-based compensation of $797,968 and $5,640,211, respectively) (as restated for the six months ended January 31, 2023 – see Note 9)	`863,860`	`5,810,899`
Professional fees	`194,798`	`348,718`
Depreciation of fixed assets	`66,836`	`66,836`
Other operating expenses	`309,103`	`523,922`

Total Operating Expenses (as restated for the six months ended January 31, 2023 – see Note 9)	`1,434,597`	`6,750,375`

LOSS FROM OPERATIONS (as restated for the six months ended January 31, 2023 – see Note 9)	`(1,434,597)`	`(6,750,375)`

OTHER INCOME (EXPENSES)

Gain on settlement of debt	`323,078`	`-`
Loss on sale of equipment	`-`	`(65,748)`
Interest expense	`(140,639)`	`(95,493)`

Total Other Income (Expenses)	`182,439`	`(161,241)`

LOSS BEFORE INCOME TAXES (as restated for the six months ended January 31, 2023 – see Note 9)	`(1,252,158)`	`(6,911,616)`

PROVISION FOR INCOME TAXES	`-`	`-`

NET LOSS (as restated for the six months ended January 31, 2023 – see Note 9)	`$(1,252,158)`	`$(6,911,616)`

BASIC AND DILUTED NET LOSS PER COMMON SHARE (as restated for the six months ended January 31, 2023 – see Note 9)	`$(0.00)`	`$(0.02)`

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED	`301,302,983`	`301,290,592`

The accompanying notes are an integral part of these financial statements

Page 5

BAKHU HOLDINGS, CORP.

BAKHU HOLDINGS, CORP.
Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited)

Six Months Ended January 31, 2023

Additional

Total

Preferred Stock

Common Stock

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Balance, July 31, 2022

4

  -

301,282,983

  301,283

  36,070,822

  (43,529,628)

  (7,157,523)

Issuance of stock options

-

  -

-

  -

  4,432,883

  -

  4,432,883

Net loss for the three months ended

October 31, 2022

-

  -

-

  -

  -

  (5,134,566)

  (5,134,566)

Balance, October 31, 2022

4

  -

301,282,983

  301,283

  40,503,705

  (48,664,194)

  (7,859,206)

Issuance of stock options

-

  -

-

  -

  3,931,154

  -

  3,931,154

Stock issued for cash

-

  -

20,000

  20

  29,980

  -

  30,000

Net loss for the three months ended

January 31, 2023

-

  -

-

  -

  -

  (4,500,876)

  (4,500,876)

Balance, January 31, 2023

4

$ -

301,302,983

$ 301,303

$ 44,464,839

$ (53,165,070)

$ (8,398,928)

Six Months Ended January 31, 2022

Additional

Total

Preferred Stock

Common Stock

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Balance, July 31, 2021

4

  -

300,697,980

  300,698

  19,848,569

  (22,614,688)

  (2,465,421)

Issuance of stock options

-

  -

-

  -

  4,443,406

  -

  4,443,406

Stock issued for cash

-

  -

485,001

  485

  1,455,518

  -

  1,456,003

Net loss for the three months ended

October 31, 2021

-

  -

-

  -

  -

  (5,296,819)

  (5,296,819)

Balance, October 31, 2021

4

  -

301,182,981

  301,183

  25,747,493

  (27,911,507)

  (1,862,831)

Issuance of stock options

-

  -

-

  -

  2,220,294

  -

  2,220,294

Net loss for the three months ended

January 31, 2022

-

  -

-

  -

  -

  (5,918,247)

  (5,918,247)

Balance, January 31, 2022

4

$ -

301,182,981

$ 301,183

$ 27,967,787

$ (33,829,754)

$ (5,560,784)

The accompanying notes are an integral part of these financial statements

Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	January 31,
	2024	2023
		(As Restated – see Note 9)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss (as restated for the six months ended January 31, 2023 – see Note 9)	`$(1,252,158)`	`$(6,911,616)`
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation (as restated for the six months ended January 31, 2023 – see Note 9)	`797,968`	`5,640,211`
Gain on settlement of debt	`(323,078)`	`-`
Loss on sale of equipment	`-`	`65,748`
Depreciation of fixed assets	`66,836`	`66,836`
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	`(306,260)`	`719,664`
Accrued interest	`140,639`	`95,493`
Settlement liability due to leasing company	`260,000`	`-`

Net Cash Used in Operating Activities	`(616,054)`	`(323,664)`

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of equipment	`-`	`10,125`

Net Cash Provided by Investing Activities	`-`	`10,125`

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of common stock	`-`	`30,000`
Proceeds from notes payable – third parties	`530,000`	`-`
Payments on notes payable - related parties	`-`	`(2,883)`
Proceeds from notes payable - related parties	`509,300`	`276,372`

Net Cash Provided by Financing Activities	`1,039,300`	`303,489`

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	`423,246`	`(10,050)`

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	`3,101`	`12,451`

CASH AND CASH EQUIVALENTS AT END OF PERIOD	`$426,347`	`$2,401`

SUPPLEMENTAL DISCLOSURES:

Cash Payments For:
Interest	`$-`	`$-`
Income taxes	`$-`	`$-`

The accompanying notes are an integral part of these financial statements

Page 6

BAKHU HOLDINGS, CORP.

Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited)

Six Months Ended January 31, 2024

Additional

Total

Preferred Stock

Common Stock

Paid-In

Accumulated

Stockholders'

Amount

Capital

Deficit

Equity

Balance, July 31, 2023

4

$-

301,302,983

$301,303

$37,852,370

$(47,479,488)

$(9,325,815)

Vesting of stock options and warrants

-

626,975

-

626,975

Cancellation of Preferred Stock

(4)

-

Net loss for the three months ended

October 31, 2023

-

(1,131,478)

Balance, October 31, 2023

-

301,302,983

301,303

38,479,345

(48,610,966)

(9,830,318)

Vesting of stock options and warrants

-

170,993

-

170,993

Net loss for the three months ended

January 31, 2024

-

(120,680)

Balance, January 31, 2024

-

$-

301,302,983

$301,303

$38,650,338

$(48,731,646)

$(9,780,005)

Page 7

BAKHU HOLDINGS, CORP.

Consolidated Statements of Stockholders' Equity (Deficit) (continued)

(Unaudited)

Six Months Ended January 31, 2023

Additional

Total

Preferred Stock

Common Stock

Paid-In

Accumulated

Stockholders'

Amount

Capital

Deficit

Equity

Balance, July 31, 2022 (as restated – see Note 9)

4

$-

301,282,983

$301,283

$29,715,228

$(37,174,034)

$(7,157,523)

Vesting of stock options and warrants (as restated – see Note 9)

-

3,070,970

-

3,070,970

Net loss for the three months ended

October 31, 2022 (as restated – see Note 9)

-

(3,772,653)

Balance, October 31, 2022 (as restated – see Note 9)

4

-

301,282,983

301,283

32,786,198

(40,946,687)

(7,859,206)

Vesting of stock options and warrants (as restated – see Note 9)

-

2,569,241

-

2,569,241

Stock issued for cash

-

20,000

20

29,980

-

30,000

Net loss for the three months ended

January 31, 2023 (as restated – see Note 9)

-

(3,138,963)

Balance, January 31, 2023 (as restated – see Note 9)

4

$-

301,302,983

$301,303

$35,385,419

$(44,085,650)

$(8,398,928)

Page 8

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

January 31, ~~2023~~2024

(Unaudited)

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION

Bakhu Holdings, Corp. (formerly Planet Resources, Corp.) (the “Company”) was incorporated under the laws of the State of Nevada, U.S. on April 24, 2008. In May 2009, the Company began to look for other types of business to pursue that would benefit the stockholders. To pursue businesses outside the mining industry the name of the Company was changed with the approval of the directors and stockholders to Bakhu Holdings, Corp. on May 4, 2009.

The Company has not generated any revenue to date, and consequently, its operations are subject to all risks inherent in establishing a new business enterprise. For the period from inception, April 24, 2008, through January 31, ~~2023,~~2024, the Company ~~had~~has accumulated losses of ~~$53,165,070.~~$48,731,646.

~~The~~On December 20, 2018, the Company ~~holds~~acquired a license from Cell Science Holding Ltd.~~, an affiliate~~ (“Cell Science”), to plant cell replication technology and related proprietary equipment, processes, and formulations to produce, manufacture, and sell cannabis-related byproducts—sometimes referred to as cannabinoids—exclusively in exchange for 210,000,000 shares of Company common stock. The license provides for the Company’s exclusive right in North America and Central America to use certain patents and intellectual property for the ~~Caribbean~~production of cannabinoids for medical, food additive, and recreational uses.

On August 9, 2019, the Company formed Cell Science CBD International, Inc., a California corporation as a wholly owned subsidiary to commercialize use of the licensed technology to produce and manufacture cannabis and their byproducts that have measurable tetrahydrocannabinol (THC) concentration potency less than 3% on a dry weight basis. This subsidiary had no active operations as of January 31, ~~2023.~~2024. When used herein, the “Company” includes this consolidated subsidiary.

In the opinion of management, the Company’s financial statements reflect all adjustments that are of a normal recurring nature necessary for presentation of financial statements for interim periods in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. As used in this report, the term the “Company” means Bakhu Holdings, Corp. and its subsidiary, unless the context indicates otherwise.

The Company condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which the Company prepared in accordance with GAAP. Our interim financial statements should be read in conjunction with our annual report on Form 10-K for the year ended July 31, ~~2022.~~2023.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of ~~$53,165,070~~$48,731,646 as of January 31, ~~2023~~2024 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Page 79

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

January 31, ~~2023~~2024

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

The Company’s functional currency and its reporting currency is the United States dollar.

Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

~~At January 31, 2023,~~In September 2020, the Company ~~had one~~adopted a stock-based compensation plan, the 2020 Long-Term Incentive Plan (“2020 Plan”), which is more fully described in Note 5.

~~On September 22, 2020,~~ We expense the ~~Company~~fair value of stock options and warrants granted ~~to each of its directors, Thomas K. Emmitt, Peter Whitton, Aristotle Popolizio and Evripides Drakos, a non-qualified stock option to purchase 300,000 shares of common stock,~~ for a total of 1,200,000 shares, at an exercise price of $5.10 per share, representing the current price at which the Company was offering and selling its restricted shares for cash in its capital raising efforts. Such Options shall be exercisable for a period of seven years. Twenty percent (20%) (i.e. 60,000) of the options shall vest and be exercisable immediately with the remaining 240,000 options vesting at the rate of 1/12 (i.e. 20,000 shares) per month so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date.services as they vest. The fair value of each option grant issued under the 2020 Plan ~~was estimated~~is calculated using the Black-Scholes option pricing model.

On June 7, 2021, we entered a consulting agreement with Fourth and G Holdings, LLC, through which Christopher Ganan provides consulting services. We granted the consultant one warrant to purchase 1,500,000 shares, vesting over two years, and another warrant to purchase 28,500,000 shares, vesting in increments based on specified technology commercialization accomplishments. The exercise price of these warrants is $3.00 per share, which was approximately equivalent to the market price of our common stock as of the date of grant. Warrant vesting is subject to the continued term of the consulting agreement on the vesting date. Vesting will accelerate upon certain specified events. The fair value of each warrant grant was estimated using the Black-Scholes option pricing model. The consulting agreement further provides that the Company shall pay the Consultant a Transaction Bonus of 5,000,000 shares of Common Stock if the Company closes a transaction with a transaction value of less than $1.25 Billion.

On September 11, 2021, the Company and Fourth and G Holdings, LLC, amended their June 2021 agreement, to reflect that the total warrants were reduced from 30,000,000 to 15,000,000, of which warrants to purchase 300,000 shares were vested on signing the initial agreement.

On July 27, 2021 the Company entered into Consulting Agreements with two consultants to assist the Science team and granted each Consultant a seven-year stock option to purchase 100,000 shares of Common Stock at an exercise price of $4.20 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On September 16, 2021, the Company granted to its Chief Executive Officer, Teddy Scott, a non-qualified stock option to purchase 5,000,000 shares of common stock at an exercise price of $4.50 per share, representing the current market price on the date of the issuance of the option. Such Options shall be exercisable for a period of ten

~~Page 8~~

~~BAKHU HOLDINGS, CORP.~~

~~Notes to Consolidated Financial Statements~~

~~January 31, 2023~~

~~(Unaudited)~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

years. Six hundred twenty-five thousand (625,000) of the options shall vest and be exercisable immediately with the remaining options vesting at the rate of ninety-three thousand eighty-five (93,085) shares per month over a period of forty-seven (47) months. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

Dr. Scott resigned as a director and chief executive officer on November 10, 2021. As of the date of his resignation, 718,085 options were vested and are exercisable through the expiration of such options on September 16, 2031, except in the event of his death, in which case such options will terminate if not exercised within six months. The remaining 4,281,915 options terminated upon Dr. Scott’s resignation as a director.

On December 3, 2021, the Company appointed an additional director and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.00 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On December 6, 2021, the Company appointed a new Chief Financial and Accounting Officer and director of the Company at an annual base salary of $60,000 and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On December 7, 2021, the Company entered into Consulting Agreements with two consultants to assist the Science team Pursuant to the Consulting Agreements, the Company granted each Consultant a seven-year stock option to purchase 200,000 shares of Common Stock at an exercise price of $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On January 5, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 700,000 shares of common stock at $2.60 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On February 11, 2022, the Company appointed a new Deputy Chief Executive Officer and granted him a seven-year stock option to purchase 2,000,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On February 11, 2022, the Company entered into a Consulting Agreement with an advisor to the board and granted him a seven-year stock option to purchase 3,500,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On April 18, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 1,300,000 shares of common stock at $3.30 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On July 29, 2022, in consideration of the services of two of our Directors, we granted them each a seven-year stock option to purchase 300,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

~~Page 9~~

~~BAKHU HOLDINGS, CORP.~~

~~Notes to Consolidated Financial Statements~~

~~January 31, 2023~~

~~(Unaudited)~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

On July 29, 2022, in consideration of the services of a Senior Board Advisor and our Chief Financial Officer of the Company, we granted them each a seven-year stock option to purchase 160,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

~~Based on the above assumptions for all stock options and warrants, the~~ Company recognized stock-based compensation of ~~$8,364,037~~$797,968 and ~~$6,663,700~~$5,640,211 (which is included in consulting fees on the Statement of Operations) for the six months ended January 31, ~~2023~~2024 and ~~2022,~~2023, respectively. As of January 31, ~~2023 and July 31, 2022,~~2024 there was ~~$33,812,210 and $42,288,293, respectively,~~$3,191,873 of total unrecognized stock-based compensation that is expected to be recognized over the remaining vesting period of the options ~~and warrants.~~(which ends on February 11, 2026).

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding (such as stock options, warrants, and convertible notes payable) during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Professional fees

~~Professional~~Substantially all professional fees presented in the financial statements represent accounting fees, audit fees and legal fees associated with the filing of reports with the Securities and Exchange ~~Commission and legal fees associated with documenting our intellectual property rights and preparing to launch a sublicensing program.~~Commission. Also included in professional fees are fees paid to the stock transfer agent. The fees are expensed as incurred.

Page 10

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

January 31, 2024

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fiscal Periods

The Company’s fiscal year end is July 31.

Recently Issued Accounting Pronouncements

The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. ~~The Company has~~We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

~~Page 10~~

~~BAKHU HOLDINGS, CORP.~~

~~Notes to Consolidated Financial Statements~~

~~January 31, 2023~~

~~(Unaudited)~~

NOTE 3 – FIXED ASSETS

On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018 Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company acquired all related equipment, improvements, supplies, and related tangible and intangible assets. The Company determined that the lab equipment acquired had a cost basis of ~~$765,161.~~$765,160. These costs are depreciated using the straight-line method over their estimated economic lives which is estimated to be 5 years.

Fixed Assets consisted of the following:

October 31, 2022

July 31, 2022
Laboratory equipment and components – at cost
$ 668,358

$ 765,160
Accumulated depreciation
(133,672)

(76,516)
Fixed assets – net
$ 534,686

$ 688,644

	January 31, 2024	July 31, 2023
Laboratory equipment and components – at cost	`$668,358`	`$668,357`
Accumulated depreciation	`(267,343)`	`(200,507)`
Fixed assets – net	`$401,015`	`$467,850`

NOTE 4 - NOTES PAYABLE ~~– RELATED PARTIES~~

Notes payable – related parties consist of:

January 31, 2023

July 31, 2022

Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due April 10, 2023
$          3,500,000

$        3,500,000

Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due April 10, 2023
2,997,220

2,723,731

Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024
150,000

150,000

Total
$        6,647,220

$      6,373,731

	January 31, 2024	July 31, 2023
Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due December 31, 2027	`$3,420,000`	`$3,500,000`
Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due December 31, 2027	`3,183,972`	`3,094,672`
Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024	`150,000`	`150,000`
Convertible Senior Secured Promissory Note payable to OZ Company, interest at 13%, due February 27, 2028	`500,000`	`-`

Total notes payable – related parties	`7,253,972`	`6,744,672`

Current portion of notes payable – related parties	`(150,000)`	`(6,744,672)`

Non-current portion of notes payable – related parties	`$7,103,972`	`$-`

Notes payable – third parties consist of:

	January 31, 2024	July 31, 2023
Convertible Senior Secured Promissory Notes payable to third parties, interest at 13%, due February 27, 2028	`$530,000`	`$-`

Total notes payable – third parties	`$530,000`	`$-`

Page 11

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

January 31, 2024

(Unaudited)

NOTE 4 - NOTES PAYABLE (continued)

On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018 Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company issued a $3,500,000 promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), originally due in January 2023 which by successive amendments has been extended to December 31, 2027. The principal balance and accrued interest due on the note were $3,420,000 and $30,800, respectively, as of January 31, 2024.

The Convertible note payable to The OZ Corporation dated August 1, 2019 ~~the Company executed~~arose from a promissory note in favor of ~~the Company’s controlling shareholder,~~ The OZ Corporation to evidence monies loaned to the Company from December 26, 2018 through July 31, 2019 in the amount of $147,513, and to evidence any additional amounts that may be loaned to the Company thereafter. Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 6.0% per annum was due and payable on or before December 31, ~~2019. The promissory note also provides that~~2019 which by successive amendments the Company may extend the maturity date for an additional 12 months, until December 31, 2020, by paying an extension fee of 1.00% of the outstanding principal loan balance, which may at the lenders’ option be advanced and added to the then outstanding principal balance. On December 31, 2021, the maturitydue date was extended ~~until December 2021, and on~~to December 31, 2021, OZ Corporation at the Company’s request extended the term of the Note for an additional 12 months, until December 31, 2022. On December 31, 2022, OZ Corporation at the Company’s request, extended the term of the Note until April 10, 2023.2027. The principal amount of the promissory note ~~shall be~~has been increased by the amount of any additional advances of funds made by The OZ Corporation to the Company, from time to time, from the date of such advance. Under the terms of the promissory note, The OZ Corporation, at its option may, at any time, convert all or any portion of the then unpaid principal balance and any unpaid accrued interest into shares of the Company’s common stock. The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the then unpaid principal balance and any unpaid accrued interest of the promissory note being converted by (ii) 80% of the average closing price of the common stock of the Company, for the ninety (90) trading days before the conversion date, rounded up to the nearest whole share. The principal balance and accrued interest due on the note were ~~$2,997,220~~$3,183,972 and ~~$292,626,~~$466,823, respectively, as of January 31, ~~2023.~~

The Company has not assigned any value to the conversion feature of the Note because the common stock is only thinly traded, the Company had a negative book value as of January 31, 2023, and the Company has not generated any revenue to date.

~~Page 11~~

~~BAKHU HOLDINGS, CORP.~~

~~Notes to Consolidated Financial Statements~~

~~January 31, 2023~~

~~(Unaudited)~~

~~NOTE 4 - NOTES PAYABLE – RELATED PARTIES (continued)~~

On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018, Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company issued a $3,500,000 promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), payable in January 2023. The principal balance and accrued interest due on the note were $3,500,000 and $15,400, respectively, as of January 31, 2023. On January 31, 2023, Cell Science at the Company’s request, extended the term of the Note until April 10, 2023.2024.

On June 23, 2022, the Company executed a promissory note in favor of ~~the Company’s controlling shareholder,~~ The OZ Corporation, in the amount of $150,000. Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 7.0% per annum shall be due and payable on or before December 15, 2024. The principal balance and accrued interest due on the note were $150,000 and ~~$6,386,~~$16,883, respectively, as of January 31, ~~2023.~~2024.

The Convertible Senior Secured Promissory Notes payable to OZ Company (related party) and three third parties at January 31, 2024 were sold by the Company from August 8, 2023 to January 10, 2024. These notes and related accrued interest are convertible at the option of the holder into shares of Company common stock at a conversion price of $0.50 per share. These notes are secured by a first priority lien on all assets of the Company. The principal balance and accrued interest due on the Convertible Senior Secured Promissory Notes totaled $1,030,000 and $38,946, respectively as of January 31, 2024.

Upon conversion of the notes, the Company will issue one warrant for each dollar amount converted, with an exercise price of $0.50 per share for warrants issued on conversion of the first $1.5 million of 13% Convertible Secured Notes issued, an exercise price of $0.75 per share for warrants issued on conversion of the second $3.5 million tranche of 13% Convertible Secured Notes issued and an exercise price of $1.00 per share for warrants issued on conversion of 13% Convertible Secured Notes issued after the first $5.0 million in notes issued.

The total note proceeds of $1,030,000 were deposited in a third-party escrow account. From August 29, 2023 to January 31, 2024, a total of $607,500 was disbursed from escrow to pay accounts payable and current operating expenses. The balance in the escrow account at January 31, 2024 was $422,500. From February 1, 2024 to February 26, 2024, a total of $345,976 was disbursed from escrow to pay accounts payable and current operating expenses. On February 26, 2024, the remaining $76,524 in escrow was transferred to the Company’s bank account.

NOTE 5 - PREFERRED AND COMMON STOCK

~~On August 8,~~Preferred Stock

In connection with the December 20, 2018 ~~the Board of Directors of~~Patent and Technology Agreement, the Company ~~approved the amendment and restatement of the Company’s Articles of Incorporation. The purpose of the amendment and restatement of the Articles of Incorporation was to:~~

(i)~~Increase the number of authorized shares of Common Stock to 500,000,000;~~

(ii)~~Increase the number of authorized shares of Preferred Stock to 50,000,000;~~

(iii)~~Grant the Board of Directors the rights to designate classes of preferred stock, and to define the powers, preferences, rights, and restrictions thereof;~~

~~The preferred and common stock has a par value of $0.001 per share.~~

~~On April 8, 2018, the Company authorized~~issued 4 shares of ~~Series A Preferred Stock. Shares of~~its Series A Preferred Stock ~~are not convertible into common stock of the Company nor any other class of common or preferred shares of the Company.~~to Cell Science. Each ~~individual~~ share of Series A Preferred Stock ~~has~~had voting rights equal to ~~(Four~~four (4) times the ~~sum~~aggregate votes of ~~all~~the total number of shares of common stock issued and outstanding ~~at time of voting~~ plus the total number of votes of all other classes of preferred stock ~~which are~~ issued and outstanding, ~~at the time of voting)~~ divided by ~~(the~~the number of shares of ~~Series A Preferred Stock issued and outstanding at the time of voting).~~

On April 27, 2021, the Company issued an aggregate of 495,646 restricted shares of Common Stock upon the cashless exercise of 800,000 vested options at an exercise price of $5.10 per share on April 22, 2021. Based on the closing price of the Company’s Common Stock of $12.00 on April 22, 2021, 304,354 shares were canceled in payment of the aggregate exercise price of $4,080,000, resulting in the issuance of the 495,646 shares.

~~In October 2021, the Company issued a total of 485,001 restricted shares of Common Stock to eight accredited investors for cash at $3.00 per share for aggregate consideration of $1,456,003.~~

~~In June and July 2022, the Company issued a total of 100,002 restricted shares of Common Stock to three accredited investors for cash at $1.50 per share for aggregate consideration of $150,001.~~

~~In November 2022, the Company issued a total of 20,000 restricted shares of Common Stock to two accredited investors for cash at $1.50 per share for aggregate consideration of $30,000.~~

Page 12

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

January 31, ~~2023~~2024

(Unaudited)

NOTE 5 - PREFERRED AND COMMON STOCK (continued)

Series A Preferred Stock issued and outstanding. On September 18, 2023, Cell Science agreed to cancel the four outstanding shares of Series A Preferred Stock owned by it. As a result of this preferred stock cancellation, Cell Science no longer has the voting power to control all stockholder votes, and we are amending our certificates of designation so that the Series A Preferred Stock and Series B Preferred Stock are no longer authorized for future issuance. We now have outstanding only common stock, which is entitled to one vote per share on all matters.

Stock Option Plan

On September 22, 2020, the board of directors adopted the 2020 Long-Term Incentive Plan (“2020 Plan”), under which 20,000,000 shares of our common stock were reserved for issuance by us to attract and retain employees and directors and to provide such persons with incentives and awards for superior performance and providing services to us. The 2020 Plan is administered by a committee comprised of our board of directors or appointed by the board of directors, which has broad flexibility in designing stock-based incentives. The board of directors determines the number of shares granted and the option exercise price pursuant to the 2020 Plan.

The following table summarizes the stock option award activity under the 2020 Plan during the six months ended January 31, ~~2023:~~

2024:

		Number of options
Outstanding at July 31, ~~2022~~2023		~~12,418,085~~`10,943,075`
Granted		`-`
Exercised		`-`
Forfeited		`(240,000)`
Expired		~~(100,000)~~`-`
Outstanding at January 31, ~~2023~~2024		~~12,318,085~~`10,703,075`

The following table summarizes the warrants activity during the six months ended January 31, ~~2023:~~2024:

		Number of Warrants
Outstanding at July 31, ~~2022~~2023		~~15,000,000~~`750,000`
Granted		`-`
Exercised		`-`
Expired		`-`
Outstanding at January 31, ~~2023~~2024		~~15,000,000~~`750,000`

The ~~above table reflects the amended agreement with Fourth~~remaining 10,703,075 stock options outstanding at January 31, 2024 are as follows:

Date of Grant	Number Outstanding	Number Exercisable	Exercise Price	Expiration Date
September 22, 2020	300,000	300,000	$5.10	September 22, 2027
July 27, 2021	200,000	200,000	$4.20	July 27, 2028
September 16, 2021	718,085	718,085	$4.50	September 16, 2031
December 3, 2021	140,000	140,000	$3.00	December 3, 2028
December 6, 2021	140,000	140,000	$3.40	December 6, 2021
December 7, 2021	400,000	400,000	$3.40	December 7, 2028
January 5, 2022	1,400,000	1,400,000	$2.60	January 5, 2029
February 11, 2022	624,990	624,990	$3.00	February 11, 2029
February 11, 2022	3,500,000	1,499,984	$3.00	February 11, 2029
April 18, 2022	2,600,000	2,600,000	$3.30	April 18, 2029
July 29, 2022	360,000	360,000	$1.50	July 29, 2029
July 29, 2022	320,000	320,000	$1.50	July 29, 2029
Totals	10,703,075	8,703,059

The remaining 750,000 warrants outstanding and ~~G Holdings, LLC, effective~~exercisable at January 31, 2024 were granted September 11, 2021, ~~where it was agreed that the total warrants were reduced from 30,000,000~~have an exercise price of $3.00 per share, and expire June 7, 2028.

Page 13

BAKHU HOLDINGS, CORP.

Notes to ~~15,000,000.~~ Consolidated Financial Statements

January 31, 2024

~~See Stock-based Compensation under Note 2 for description of options and warrants granted.~~(Unaudited)

NOTE 6 - INCOME TAXES

As of ~~October~~January 31, ~~2022,~~2024, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not more likely than not to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Office Cost Sharing Agreement

On September 22, 2020, the Company executed an Office Cost Sharing Agreement with The OZ ~~Corporation, controlling stockholder of the Company.~~Corporation. The agreement provides for the Company’s payments to The OZ Corporation of $34,000 per month for the shared use of office space located in Long Beach California for so long as The OZ Corporation provides the Company with shared use of the premises. For the six months ended January 31, ~~2023~~2024 and ~~2022,~~2023, the space sharing fees were $204,000 and $204,000, respectively. As of January 31, ~~2023,~~2024, accounts payable and accrued liabilities included ~~$797,000~~$1,205,000 due to The OZ ~~Corporation.~~

~~Page 13~~

~~BAKHU HOLDINGS, CORP.~~

~~Notes to Consolidated Financial Statements~~

~~January 31, 2023~~

~~(Unaudited)~~

~~NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued)~~Corporation for unpaid space sharing fees.

Patent and Technology license ~~agreements~~Agreements

Under the April 2020 strategic alliance agreement and related sublicense between the Company’s subsidiary, CBD Biotech, Inc., and Integrity Cannabis Solutions, Inc. (“ICS”), the Company is obligated to issue to ICS that number of shares of Bakhu common stock equal to 0.5% of the number of shares outstanding as of the date that the production facility of ICS is completed and commences production. Further, if the sublicense is terminated, CBD Biotech will be obligated to repay to ICS its initial $250,000 license fee and reimburse ICS for the cost of the laboratory operational equipment used in its production facility, which thereafter will be owned and managed jointly by ICS and CBD Biotech.

As a result of successfully completing the efficacy demonstration of our licensed technology in July 2021, we became obligated to issue to Cell Science, the licensor, a one-year note for an agreed one-time payment of $3.5 million, less certain credits. The amount of the credits to the note were determined and on January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018 Patent and Technology License Agreement, as subsequently ~~amended. with Cell Science~~amended, in which the Company and Cell Science agreed as follows:

·There would be no reduction or offset against the $3.5 million One-time Payment for costs paid by the Company or on its behalf. Therefore, the Company issued a $3.5 million promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), originally payable on January 31, ~~2023. On January~~2023, as extended by successive amendments to December 31, ~~2023, Cell Science at the Company’s request, extended the term of the Note until April 10, 2023.~~2027.

·In lieu of any offset or reduction against the One-Time Payment Note, Cell Science agreed to convey to the Company the lease on the California laboratory in which the efficacy demonstration was conducted, including all related equipment, improvements, supplies, and related tangible and intangible assets.

·Cell Science and The OZ Corporation would execute and deliver to the Company a similar conveyance of all rights to the California laboratory.

·The Integrated License Agreement was clarified to provide that all improvements to the licensed technology made by the Company would be owned by Cell Science and included in the license.

The lease on the California laboratory space located in Sherman Oaks, California, as amended March 12, 2020 and assumed by the Company on January 31, 2022, ~~provides~~provided for a monthly space sharing fee of $10,000 and ~~has~~had a term of thirty six (36) months from March 12, 2020 to March 12, 2023 with an option to extend for an additional period not to exceed three (3) months. In addition, the agreement ~~provides~~provided for a monthly cannabis activities fee equal to the greater of (i) $11,640 or (ii) ten percent (10%) of the gross sales of the products, if any, manufactured through

Page 14

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

January 31, 2024

(Unaudited)

NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued)

lessee’s operations. From March 12, 2023 through August 2023, the agreement continued on a month-to-month basis. For the six months ended January 31, 2024 and 2023, the space sharing fees were $10,000 and $60,000, respectively, and the cannabis activities fees were ~~$69,840.~~$11,640 and $69,840, respectively.

NOTE 8 – ~~IMPAIRMENT~~GAIN ON SETTLEMENT OF ~~INTANGIBLE ASSETS~~DEBT

On ~~January~~December 7, 2023, we reached an agreement with VO Leasing Corp., our laboratory space landlord and holder of necessary cannabis cultivation and manufacturing licenses in CA, in settlement of the $623,078 owed VO Leasing as of October 31, ~~2022,~~2023. Per the agreement, it was agreed that we would pay VO Leasing the total amount of $300,000 with interest thereon at the rate of 10% per annum as full satisfaction of the amounts owed. Under the agreement, we paid $40,000. The balance of $260,000 plus all accrued and unpaid interest is payable within 180 days (the “Due Date”). With the payment of the initial $40,000 we were permitted to retrieve the Bioreactors from the premises. Additionally, per the agreement, upon our payment, anytime before the Due Date, of an additional $50,000 applied against the balance due, we can retrieve all of our remaining equipment, except the Filtration System, which shall be Collateral for our full performance under the agreement, and which shall be released upon full payment prior to the Due Date. Based on the agreement, the Company and Cell Science entered into the Third Amendment to the December 20, 2018, Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company received all related equipment, improvements, supplies, and related tangible and intangible assets. The Company determined that the lab equipment acquired hadrecorded a cost basis of $765,161. The remaining balance of $2,734,839 was assigned to intangible assets as the value of the patent and license technology. Since the value of the intangible assets was difficult to ascertain, the Company expensed this amount as Impairment of intangible assetsgain on the ~~Statement~~settlement of ~~Operations~~debt in the amount of $323,078 for the three and six months ended January 31, ~~2022.~~2024.

NOTE 9 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated the consolidated Financial Statements for the three and six months ended January 31, 2023 (which were included in the Company’s Form 10-Q filed with the SEC on December 20, 2022) in order to correct the consulting fees expense related to warrants issued. The Company had previously expensed warrants that had not yet vested and therefore had overstated consulting fees expense.

The effect of the restatement adjustment on the Consolidated Statement of Operations for the three months ended January 31, 2023 follows:

	As previously Reported	Restatement Adjustment	As Restated

Revenues	`$-`	`$-`	`$-`

Operating expenses:
Consulting fees	`4,006,725`	`(1,361,913)`	`2,644,812`
Professional fees	`178,495`	`-`	`178,495`
Depreciation of fixed assets	`33,418`	`-`	`33,418`
Other operating expenses	`233,408`	`-`	`233,408`
Total operating expenses	`4,452,046`	`(1,361,913)`	`3,090,133`
Loss from operations	`(4,452,046)`	`1,361,913`	`(3,090,133)`
Other expenses	`(48,830)`	`-`	`(48,830)`
Net Loss	`$(4,500,876)`	`$1,361,913`	`$(3,138,963)`
Net loss per share – basic and diluted	`$(0.01)`	`$0.00`	`$(0.01)`

Page 15

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

January 31, 2024

(Unaudited)

NOTE 9 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

The effect of the restatement adjustment on the Consolidated Statement of Operations for the six months ended January 31, 2023 follows:

	As previously Reported	Restatement Adjustment	As Restated

Revenues	`$-`	`$-`	`$-`

Operating expenses:
Consulting fees	`8,534,725`	`(2,723,826)`	`5,810,899`
Professional fees	`348,718`	`-`	`348,718`
Depreciation of fixed assets	`66,836`	`-`	`66,836`
Other operating expenses	`523,922`	`-`	`523,922`
Total operating expenses	`9,474,201`	`(2,723,826)`	`6,750,375`
Loss from operations	`(9,474,201)`	`2,723,826`	`(6,750,375`
Other expenses	`(161,241)`	`-`	`(161,241)`
Net Loss	`$(9,635,442)`	`$2,723,826`	`$(6,911,616)`
Net loss per share – basic and diluted	`$(0.03)`	`$0.01`	`$(0.02)`

NOTE 10 – SUBSEQUENT EVENTS

On February 27, 2024, the Company closed Tranche 1 of the ongoing private placement sale of $1,030,000 of Convertible Senior Secured Promissory Notes (see Note 4). In conjunction with the Tranche 1 closing, the Company appointed three new directors and granted to each of the new directors Teddy Scott, Mitch Kahn, and Kimberly Tanami, and incumbent directors, Aristotle Popolizio, Peter Whitton and Juan Carlos Garcia La Sienra Garcia, a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share. Such options shall be exercisable for seven years. The options shall vest at the rate of 1/12 (i.e., 20,000 shares) per month commencing on the Grant Date, so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date.

On March 5, 2024, John Munoz (controlling person of The OZ Corporation and OZ Company) and Aristotle Popolizio (officer and director of the Company) closed an Option Cancellation and Share Transfer Agreement. In exchange for Popolizio’s cancellation of a total of 2,100,000 stock options exercisable at prices ranging from $2.60 per share to $5.10 per share, Munoz transferred 2,500,000 shares of Company common stock owned by him to Popolizio.

Page 1416

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act relating to future events or our future performance. The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that relate to future events or our future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, we cannot assure that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Business Overview

Since December 2018, we have focused on testing and commercializing cannabis plant cell-extraction and replication technologies under a technology license granted by Cell Science. This licensed technology uses plant cell-extraction and replication technology and related proprietary equipment, processes, and medium formulations in a commercially-sized bioreactor laboratory to produce, manufacture, and sell plant-based cannabis products —sometimes referred in the industry as cannabinoids—exclusively in North and Central America and the Caribbean for medical, food additive, and recreational uses.

During our fiscal quarter ended January 31, 2022, we undertook additional work to determine the limits of the technology, maximize production efficiency, and reduce production costs, which we believe will enhance our commercialization efforts. Subject to successfully completing our ongoing work, we intend to seek to commercialize the licensed technology through joint ventures, strategic partners, sublicenses, and other arrangements that may enable us to take advantage of the technical experience, regulatory relationships, and financial resources of experienced cannabinoid production firms. We intend to authorize these third parties to incorporate the technology into production facilities they fund, build, and operate to produce medical, food additive, and recreational cannabis-related products in compliance with applicable state and federal law. We will need additional financing from external sources to begin these commercialization efforts.

During the last three fiscal years and the recently completed ~~quarter,~~three- and six-month periods, we have not generated revenue and have devoted our limited management, technical, and financial resources to pay general and administrative expenses to position us to be able to commercially exploit the licensed technology. In July 2021, we completed efficacy testing of our licensed technology required to demonstrate its commercial viability. As we seek to implement our commercialization plan, we are seeking substantial amounts of required additional capital.

Results of Operations

Following is management’s discussion of the relevant items affecting results of operations for the three and six months ended January 31, ~~2023~~2024 and ~~2022.~~2023.

Revenues. We generated no net revenues during the three and six months ended January 31, ~~2023~~2024 and ~~2022.~~2023. We do not expect to generate revenues until we launch our proposed commercialization program. We cannot predict whether or when that may occur.

Consulting Fees. Consulting fees were ~~$4,006,725~~$171,254 and ~~$2,335,887~~$2,644,812 for the three months ended January 31, ~~2023,~~2024, and ~~2022,~~2023, respectively. Consulting fees were ~~$8,534,725~~$863,860 and ~~$6,974,328~~$5,810,899 for the six months ended January 31, ~~2023,~~2024, and ~~2022,~~2023, respectively. We recognized stock-based compensation of ~~$8,364,037~~$797,968 and ~~$6,663,700~~$5,640,211 for the six months ended January 31, ~~2023~~2024 and ~~2022,~~2023, respectively, attributable to the issuance of options and warrants. See Stock-based Compensation under Note 2 in the Notes to Financial Statements for description of options and warrants granted.

Professional Fees. Professional fees were ~~$178,495~~$2,472 and ~~$236,608~~$178,495 for the three months ended January 31, ~~2023~~2024 and ~~2022,~~2023, respectively. Professional fees were ~~$348,718~~$194,798 and ~~$485,262~~$348,718 for the six months ended January 31, ~~2023~~2024 and ~~2022,~~2023, respectively. Professional fees consist of legal and accounting fees associated with our reporting

~~Page 15~~

obligations under federal securities laws and the filing of a registration statement on behalf of stockholders for the resale of outstanding securities.

Page 17

Other Operating Expenses. ~~Selling, general, and administrative~~Other operating expenses were ~~$233,408~~$160,086 and ~~$581,197~~$233,408 for the three months ended January 31, 2024, and 2023, ~~and 2022,~~ respectively. ~~Selling, general, and administrative~~Other operating expenses were ~~$523,922~~$309,103 and ~~$963,294~~$523,922 for the six months ended January 31, ~~2023,~~2024, and ~~2022,~~2023, respectively. SG&A expenses include laboratory expenses, including office facility charges, insurance, equipment, staff and other related laboratory costs, which we expect will continue.

Other Income (Expenses). We had net other ~~expenses~~income of ~~$48,830 and $2,764,555~~$246,550 for the three months ended January 31, ~~2023, and 2022, respectively.~~2024 compared to net other expenses of $48,830 for the three months ended January 31, 2023. We had net other ~~expenses~~income of ~~$161,241 and $2,792,182~~$182,439 for the six months ended January 31, ~~2023, and 2022, respectively. Included in~~2024 compared to net other expenses of $161,241 for the six months ended January 31, 2023. During the three and six months ended January 31, ~~2022, was~~2024, we recorded a gain on the ~~impairment~~settlement of ~~intangible assets~~debt in the amount of ~~$2,734,839.~~$323,078. See Gain on Settlement of Debt under Note 10 in the Notes to Financial Statements for description of the gain. Included in other expenses for the six months ended January 31, 2023, was the loss on sale of equipment in the amount of $65,748. Also included in other expenses were interest expenses related to our notes payable to related parties in the amount of ~~$95,493~~$140,639 and ~~$57,343~~$95,493 for the six months ended January 31, ~~2023~~2024 and ~~2022,~~2023, respectively. The increase in interest expenses is a result of the increase in loans and notes payable due to related parties. These borrowed funds were used for operating expenses.

Net Loss. We had a net loss of ~~$4,500,876~~$120,680 and $3,138,963 for the three months ended January 31, 2024, and 2023, ~~compared to $5,918,247 for the three months ended January 31, 2022.~~respectively. We had a net loss of ~~$9,635,442~~$1,252,158 and $6,911,616 for the six months ended January 31, 2024, and 2023, ~~compared to $11,215,066 for~~respectively. Other than the ~~three months ended January 31, 2022. We~~decrease in stock-based compensation, we did not expect a major change in our net loss as our operations remain relatively the same as the prior year.

Liquidity andand Capital Resources

As of January 31, ~~2023~~

~~As of January 31, 2023,~~2024, our primary source of liquidity consisted of ~~$2,401~~$426,347 in cash and cash equivalents. Since inception, we have financed our operations through a combination of short and long-term loans from related parties and through the private placement of our common stock.

For the six months ended January 31, ~~2023,~~2024, cash ~~decreased $10,050~~increased $423,246 from ~~$12,451~~$3,101 at July 31, ~~2022,~~2023, to ~~$2,401~~$426,347 at January 31, ~~2023.~~2024.

Net cash used in operating activities was ~~$323,664~~$616,054 during the six months ended January 31, ~~2023,~~2024, with a net loss of ~~$9,635,442,~~$1,252,158, stock-based compensation of ~~$8,364,037, loss~~$797,968, gain on ~~sale~~settlement of ~~equipment~~debt of ~~$65,748,~~$323,078, depreciation expense of ~~$66,836, an increase~~$68,835, a decrease in accounts payable of ~~$719,664,~~$692,416, and an increase in accrued liabilities of ~~$95,493.~~$140,639.

Net cash provided by investing activities was ~~$10,125~~$-0- during the six months ended January 31, ~~2023 which consisted of the proceeds from the sale of equipment.~~2024.

During the six months ended January 31, ~~2023,~~2024, financing activities provided ~~$303,489~~$1,039,300 in net cash which consisted of proceeds from ~~the sale~~notes payable of ~~common stock of $30,000,~~$530,000 and proceeds from notes payable – related parties in the amount of ~~$276,372 and payments on notes payable – related parties of $2,883.~~$509,300.

Future Capital Requirements

Our ability to continue as a going concern is contingent upon our ability to obtain capital through the sale of equity or issuance of debt, and ultimately attaining profitable operations. We expect that any financing we receive will be similar to what we have heretofore received over the previous two years to enable us to operate, which financing consists of short-term loans from related parties at negotiated rates of interest. We cannot assure you that we will be able to successfully complete any of these activities.

We estimate that we will require a minimum of approximately $8.5 million in external capital to continue and to fund our activities during the next 12 months. ~~This consists of about $2.0 million for accounts payable,~~

~~Page 16~~

approximately $3.5 million under a promissory note payable for our licensed technology, and approximately $3.0 million for obligations due a promissory note for advances that have funded our operations to date. Approximately $7.8 million of the above obligations are due to related parties. Any additional funds available would be used for planned laboratory work to improve and customize our licensed processes and commercialize our technology. The actual amount of work completed will depend on the amount of capital available for those expenditures. Reductions in available capital would correspondingly delay and disrupt laboratory plans and, in turn, the commencement of our commercialization program that we anticipate will lead to recurring revenue. Less available capital will require us to implement cost-cutting measures and may delay planned activities.

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We are currently seeking an additional between ~~$10.0~~$9.0 and ~~$20.0~~$19.0 million through the sale of convertible secured notes to reduce our liabilities and to fund our proposed activities. IfAs we ~~obtain~~continue our efforts to reach a minimum of ~~$10.0~~$9.0 million in offering proceeds, we will ~~be able~~allocate a portion of the incoming funds to repay current liabilities, ~~of about~~and operating expenses. Such liabilities amount to approximately $2.0 million, ~~at January 31, 2023,~~ including $1.3 million due officers, directors, and other affiliates for compensation, office sharing expenses, and advances We also will pay the $3.5 million note, plus interest, due Cell Science under our Integrated License Agreement. We are also obligated to the OZ Corporation of approximately $3.0 million under a promissory note for previous advances for operating expenses and laboratory equipment. We may seek to extend the due date of this obligation or convert it to other securities. advances.

The balance of about ~~$2.5~~$8.0 million ~~or $5.5 million if the note due the OZ Corporation is converted,~~ will be available to advance our proposed technology customization and refinement and our licensing effort and general and administrative expenses, including salaries and consulting fees, including compensation to officers and directors. If we obtain up to ~~$20.0~~$19.0 million in gross proceeds from the sale of convertible debt, we will devote the additional funds to expanding and accelerating our implantation of our licensing plan and to payment of the $3.5 million One-time Payment Note to Cell Science and approximate the $3.0 ~~note due April 10, 2023~~million Working Capital Note payable to ~~The~~ OZ ~~Corporation, as affiliate.~~Company, both affiliates. Alternatively, in order to maximize cash proceeds from the offering we may seek to accept cancellation of this approximate $3.0 million working capital note with OZ Company as payment for the purchase of convertible debt in the offering.

We have no commitments or agreements to complete the above ~~offering~~offering.

We expect to eventually generate revenue pursuant to our ~~new business plan,~~commercialization and licensing efforts, dependent on obtaining additional capital to fund activities. We cannot assure you, however, that any such financings will be available or will otherwise be made on terms acceptable to us or that our present shareholders might suffer substantial dilution as a result. In addition, we may receive advance payments from joint venture partners, parties to strategic relationships, or sublicensees.

We may also seek additional debt and equity financing to fund payment of additional trade and other obligations incurred and costs of implementing our ~~business plan.~~commercialization and licensing efforts. Our ability to attract debt financing will be substantially impaired by our current lack of both revenues and a robust, viable trading market for our common stock. Accordingly, any debt financing will likely be convertible to common stock, at the lender’s option, at prices discounted to our stock trading price at the time of conversion, which could dilute the interests of existing stockholders. We cannot assure that any such financings will be available, or can be completed on terms acceptable, to us. Any transaction involving the issuance of preferred or common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to our current security holders.

Critical Accounting Pronouncements

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). 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, risks, and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to 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.

~~Page 17~~

Our significant accounting policies are summarized in Note 2 of our financial statements included in our July 31, ~~2022,~~2023, Form 10-K. While these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

See Note 2 in the Notes to the Financial Statements. We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective due to the following material weakness identified:

·lack of appropriate segregation of duties

·lack of control procedures that include multiple levels of supervision and review

·lack of full-time executive personnel to oversee financial reporting and controls

To mitigate these issues, we have an external accountant review all transactions and accounting records and make the appropriate adjustments to the financial statements prior to the review by our external auditor.

Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2023, that

~~Page 18~~

have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

None.

ITEM 1A.RISK FACTORS

Notwithstanding that we are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this Item 1A, in light of the current COVID-19 pandemic, the Company is including the following Risk Factor in its Quarterly Report.

Risks Related to Ukrainian Crises

Russia’s recent military intervention in Ukraine and Hamas’ strikes in Gaza and the international community’s ~~response~~responses have created substantial political and economic disruption, uncertainty, and risk.

Russia’s military intervention in Ukraine in late February 2022, Ukraine’s widespread resistance, and the NATO led and United States coordinated economic, financial, communications, and other sanctions imposed by other countries have created significant political and economic world ~~uncertainty.~~uncertainty and contributed to worldwide inflation. There is significant risk of expanded military confrontation between Russia and other countries, possibly including the United States. Current and likely additional international sanctions against Russia may contribute to higher costs, particularly for petroleum-based products. ~~These~~

In early October, Hamas melodeonists launched assaults against Israeli citizens in Gaza. Israel has responded aggressively with operations inside Gaza against Hamas. The foregoing events have caused substantial regional instability and world-wide concern and potential involvement. In addition to deadly fighting, the conflict has created large numbers of refugees who are fleeing Gaza.

The Ukraine and Gaza military activities and related actions, responses, and consequences that cannot now be predicted or controlled may contribute to ~~world-wide~~worldwide economic ~~reversals.~~reversals and inflation. In these circumstances, our efforts to commercialize our technology may be delayed or otherwise negatively impacted.

~~The COVID-19 global pandemic has had an adverse effect on our operations and the potential commercialization of the licensed intellectual property.~~

On March 11, 2020, the World Health Organization characterized COVID-19 as a global pandemic. We are monitoring the situation closely and our response to the COVID-19 pandemic continues to evolve. Our principal responsive measures include implementing a mandatory work from home policy when possible, restricting airplane travel, rescheduling inspections for required regulatory clearances and permits, delaying sublicense marketing efforts, and updating our planning for future events in recognition of the fact that potential commercial partners will likely experience similar operating difficulties. We are also evaluating the impact of the pandemic on required equipment, components, and supplies that we and potential commercial partners will require. We actively monitor COVID-19-related developments and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our personnel, commercial partners, vendors, and stockholders. The effects of these operational modifications will be reflected in current and future reporting periods.

For us, the COVID-19 pandemic substantially delayed the efforts to put the efficacy testing laboratory in full service as we worked to complete regulatory inspections and clearances, obtain necessary equipment and supplies, and assemble required international technical expertise, consultants, and personnel. These delays resulted in additional costs and delays in completing the planned testing and, in turn, submitting applications for required regulatory approvals.

The duration and magnitude of the impacts from the COVID-19 pandemic impacts on our business operations and overall financial performance are unknown at this time and will depend on numerous circumstances outside our control or the ability of anyone to predict accurately. The secondary and tertiary unpredictable adverse economic effects on our business and on the worldwide economy are proving to be ongoing and broad. There are high probabilities of reoccurring widespread or localized virus outbreaks that may continue for many months, likely resulting in further government-ordered vaccination mandates, lockdowns, stay-home or shelter-in-place orders, social distancing; restrictions on travel; and other extensive measures. Government-approved vaccines have not been

~~Page 19~~

accepted by many people and are not widely available in all countries. A full array of effective treatments for those infected by the virus have not been developed, may not be widely available, and may not be widely accepted. We cannot predict the effect of these circumstances on us and our vendors, suppliers, and potential commercial partners; the global economy and political conditions; and the health of our personnel, consultants, and their families; all of which will affect how quickly and to what extent normal economic and operating activities can resume.

Even as the COVID-19 pandemic subsides, we may continue to experience an adverse effect on our business because of its global economic impact, labor shortages, and supply chain disruptions, as well as the prospect of inflation or a recession. These circumstances will likely exert similar hardships on those with which we deal, such as vendors, shippers, distributors, and potential commercial partners. As a result, we will need to continue to adjust, our business and expenditures to correlate our activities with business exigencies, including restrictions on executive and employee travel, hiring freezes or delays, and limitations on marketing. The ultimate financial impact and duration of the foregoing cannot now be predicted and may well exceed our expectations or our ability to cope with them.

ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 29, 2022, we issued a total of 20,000 restricted shares of common stock to two accredited investors for cash at $1.50 per share for aggregate consideration of $30,000. No underwriters were involved in the transaction. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) and Rule 506 of the Securities Act of 1933.None

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None

ITEM 5.OTHER INFORMATION

Subsequent Events

~~Departure of Director~~Financing Efforts

On February ~~20,~~27, 2024, the Company closed Tranche I of the ongoing private placement sale of$1,030,000 in aggregate principal amount of secured promissory notes bearing interest at 13%, payable in cash or in kind. The notes are payable at maturity in February 2028 (the “13% Convertible Secured Notes”).

The recent closing completes Tranche I of the financing effort commenced in July 2023, ~~Tom Vaknin tendered~~near the end of our most recent fiscal year. We then authorized the OZ Company and its owner, John R. Munoz, one of our principal stockholders, as the lead investor (“Lead Investor”), to seek up to $20.0 million in external funding through the sale of 13% Convertible Secured Notes. The obligations under the notes are secured by our assets. The 13% Convertible Secured Notes are convertible to our common stock at $0.50 per share. Upon conversion of the notes, we will issue one warrant for each dollar amount converted, with an exercise price of $0.50 per share for warrants issued on conversion of the first $1.5 million of 13% Convertible Secured Notes issued, an exercise price of $0.75 per share for warrants issued on conversion of the second $3.5 million tranche of 13% Convertible Secured Notes issue, and

Page 21

an exercise price of $1.00 per share for warrants issued on conversion of 13% Convertible Secured Notes issued after the first $5.0 million in notes issued. The Lead Investor purchased $500,000 of the notes issued in Tranche I.

In connection with this offering, the Company, the Lead Investor, and Inter-M Traders FZ LLE, our single largest record stockholder (the “Principal Shareholder”), agreed to additional terms and conditions, some of which were completed as interim steps during the completion of $1,030,000 in sales, which was styled as Tranche I in the offering, as follows:

In conjunction with the Tranche I Closing, the following corporate governance changes are being implemented.

(a)Until the 13% Convertible Secured Notes are paid in full, the board will be expanded and comprised of seven directors.

(b)Three directors will be designated by the Principal Shareholder, who initially will consist of

(i)Aristotle Popolizio;

(ii)Juan Carlos Garcia La Sienra Garcia; and

(iii)Kimberly Tanami.

(c)Three directors will be designated by the Lead Investor, who initially will be:

(i)Teddy Scott;

(ii)Mitch Kahn; and

(iii)Peter Whitton.

(d)If any designee resigns, is removed, or is otherwise unable to serve, the entity appointing such director will appoint his ~~resignation~~replacement.

(e)As soon as practical, a ~~member~~majority of the above six directors are to appoint a seventh director. Appointment of the seventh independent director will be subject to approval by the Principal Shareholder. If the event the board is deadlocked, then the current board will nominate three director candidates to the Principal Shareholder, who may select the seventh director.

The Company used the proceeds from the sale of the initial $1,030,000 in 13% Convertible Secured Notes to pay pressing past due and ongoing obligations to our creditors, including $302,369 in compensation to incumbent officers and directors. We propose to use additional available proceeds from the ongoing sale of notes to reduce past due accounts payable, to initiate officer’s and director’s insurance, to pay accrued and ongoing professional fees, general and administrative expenses, science engineering fees sublicensing related expenses, and for general corporate working capital.

Expansion of the Board and Appointment of Directors

As noted above we have agreed to expand our board of ~~the Company.~~directors from five to seven directors and on February 27, 2024, we appointed Teddy Scott, Mitch Kahn, and Kimberly Tamani as directors.

~~Departure~~Teddy C. Scott, Ph.D., J.D., has more than 20 years of ~~President~~experience in biotechnology research, intellectual property law and ~~Chief Executive Officer~~

~~On February 24, 2023, Evripides Drakos resigned as~~ the ~~President~~cannabis industry. Dr. Scott is the founder and former Chief Executive Officer of ~~the Company, in furtherance of the Company’s planned restructuring as part of its fundraising efforts,~~PharmaCann, where he was Chief Executive Officer from 2014 to 2019, and ~~to facilitate the appointment of Dr. Michael R. Hawthorne as the President and~~he was Chief Executive Officer of Ethos Cannabis from 2020 to 2021. Since 2019, Dr. Scott is also a founder and currently serves as a director of SmartHealth Catalyzer, a company that focuses on advancing biotechnology developed at Midwestern universities. Dr. Scott’s legal experience, primarily involving patents, licensing and strategic partnerships focusing on the ~~Company.~~drug, pharmaceutical and medical device areas, was at law firms including Polsinelli PC from 2006 to 2015, of which he was a shareholder; Howrey LLP, from 2003 to 2006; Katten Muchin Zavis Rosenman, from 2001 to 2003; Wilson Sonsini Goodrich & Rosati, from 2000 to 2001; and McDonnell Boehnen Hulbert & Berghoff, from 1998 to 2000. Dr. Scott earned a BS in Biochemistry from Texas Tech University in 1990; received a Ph.D. in Molecular Biophysics from the University of Texas Southwestern Medical Center in 1997; attended the Southern Methodist University Dedman School of Law from 1997 to 1998; and received his J.D., cum laude, from the Northwestern University Pritzker School of Law in 2000.

Page 22

Dr. Scott has been recognized for his leadership in the development of the U.S. cannabis industry by shaping production and development standards for creating high quality, reliable cannabis products. After an extensive international search, the board found a direct skills match with the Company’s objectives to maximize its years of research and development and laboratory testing in cell replication technology and related proprietary equipment, processes and formulation to produce, manufacture and sell cannabis-related (cannabinoid) products.

Mitch Kahn was the Co-Founder and CEO of Grassroots Cannabis, a large private, vertically integrated cannabis operation in the United States, which was purchased by Curaleaf Holdings in 2020. Mr. Kahn co-founded Grassroots in 2014 to provide safe and efficacious cannabinoid products to consumers. Under his leadership, Mr. Kahn led over 1,100 team members across 11 states and obtained more than 60 regulatory licenses in the emerging cannabis sector. Prior to Grassroots Cannabis, Mr. Kahn co-founded Frontline Real Estate Partners, a Chicago-based real estate investment and advisory company with expertise in the acquisition, development, management, disposition, and leasing of commercial real estate properties throughout the United States. The company acquired properties valued at more than $125,000,000 and built a successful brokerage and property management business currently managing more than two million square feet of properties. In addition, to founding Grassroots Cannabis and Frontline, Mr. Kahn co-founded Hilco, a leading real estate restructuring, disposition valuation, and appraisal firm. Mitch served as President and CEO, and grew the business to more than 30 employees and annual revenues in excess of $15,000,000. Mr. Kahn began his career as a transactional attorney focused on real estate and corporate M&A transactions. Before entering his entrepreneurial endeavors, he served as Senior Vice President of Sportmart, growing the company’s footprint from 20 to 70 stores. Mr. Kahn is a graduate of the University of Wisconsin School of Business and received his JD from Northwestern University Law School. Mr. Kahn serves on multiple Boards and is actively involved in numerous charitable and community organizations.

Kimberly Tanami is the CEO and Founder of HPI Canna, a state-of-the-art cultivation, extraction, manufacturing, and distribution facility nestled on 434 acres in New York’s Hudson Valley. Drawing upon more than two decades of extensive executive leadership experience as a CEO and President, Ms. Tanami’s professional trajectory was profoundly influenced by personal tragedy when she lost her sister to epilepsy at the age of 29. This event fueled her determination to explore innovative treatment avenues, including the utilization of cannabis within healthcare frameworks. Under Ms. Tanami’s leadership, HPI Canna has quickly grown into one of New York state’s leading cannabis producers, with a diverse brand portfolio that includes New York’s #1 selling flower brand, Dank, industry heavyweights like Packwoods, and social equity led brands like 40 Tons, Drew Martin, Chef for Higher, Her Highness, and more. HPI Canna embodies Ms. Tanami’s vision of becoming the standard-bearer for New York’s emerging cannabis industry while establishing a healthy and sustainable ecosystem by bringing best-in-class brands to market with innovative partners at every level of the supply chain.

Grant of Options to Directors

AsWith the ~~President~~expansion and ~~Chief Executive Officer, Mr. Drakos received~~appointment of directors as noted above, the Company granted to each of Teddy Scott, Mitch Kahn, Kimberly Tanami, and incumbent directors, Aristotle Popolizio, Peter Whitton and Juan Carlos Garcia La Sienra Garcia, a ~~nonqualified~~non-qualified stock option to purchase ~~700,000~~240,000 shares of common stock at an exercise price of $1.00 per share. Such options shall be exercisable for seven years. The options shall vest at the rate of 1/12 (i.e., 20,000 shares) per month commencing on the Grant Date, so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date.

Unless a director resigns, is removed as provided in the Bylaws of the Company, dies or becomes incapacitated, each director shall receive annually, on each anniversary date, an additional option to purchase 240,000 shares of the Company’s common stock ~~on January 5, 2022, all~~at an exercise price per share equal to the greater of ~~which options have vested, and a nonqualified stock option to purchase 1,300,000 shares~~(i) $1.00 per share, or (ii) Market price, defined as the average of the ~~Company’s common stock on April 18, 2022, of which 1,083,330 have vested as of~~reported closing transaction price, if available, or closing bid price VWAP for the seven trading days preceding the date of ~~his resignation. Pursuant~~grant, unless the aggregate trading volume for such period was less than $100,000, in which case the applicable trading period will be that number of days required to ~~the terms~~have aggregate trading volume of ~~such options, the~~$100,000. Such annual grant of options shall ~~become immediately vested and exercisable with respect to 100% of~~continue in effect until the ~~option shares~~director resigns, is removed as provided in the ~~event of Mr. Drakos’ resignation as the Chief Executive Officer~~Bylaws of the Company, in order to provide for the appointment of a new Chief executive Officer. And, in the event of the acceleration of vesting, such options shall remain exercisable for the full term through the expiration date of such options.

~~Appointment of President and Chief Executive Officer~~

On February 24, 2023, the Company elected Michael R. Hawthorne, the current Deputy Chief Executive Officer, to serve as the President and Chief Executive Officer of the Company. Mr. Hawthorne does not have adies or becomes incapacitated.

Page 2023

material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, and there is no family relationship between Mr. Hawthorne and any of the Company’s other directors or executive officers.

Dr. Hawthorne was appointed our deputy chief executive officer on February 11, 2022. Dr. Hawthorne has served as the executive chairman of Domainex Ltd (Cambridge, UK), a global drug discovery contract research organization, since August 2021 and as an advisor to Closed Loop Medicine Ltd (London, UK) since 2017. Dr. Hawthorne was awarded a Fellowship of The Royal Society of Biology in 2020 in recognition of his contribution to global biosciences. Dr. Hawthorne is an investor and has served as a director of BG Capital (USA) from 2016 to present.

~~Departure of Director~~

~~On February 26, 2023, Moshe Morgenstern tendered his resignation as a member of the Board of Directors of the Company.~~

ITEM 6.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit Number*		Description of Exhibit
3(i)		Amended and Restated Articles of Incorporation of Bakhu Holdings, Corp. (1)
3(ii)		Amended and Restated By-Laws of Bakhu Holdings, Corp. (1)
4(i)		Certificate of Designation of Series A Preferred Stock (1)
4(ii)		Certificate of Designation of Series B Preferred Stock (1)
4(iii)		Certificate, Amendment or Withdrawal of Designation (Series A Preferred Stock)(17)
4(iv)		Certificate, Amendment or Withdrawal of Designation (Series B Preferred Stock)(17)
10.1		Patent and Technology License Agreement dated December 20, 2018 (2)
10.2		Amended and Restated Patent and Technology License Agreement dated December 31, 2019 (3)
10.3		Strategic Alliance Agreement between CBD Biotech Inc and ICS dated April 17, 2020
10.4		Sublicense Agreement between CBD Biotech and ICS dated April 22, 2020
10.6		Efficacy Demonstration Laboratory Agreement dated June 10, 2020 (5)
10.7		Amendment to Amended and Restated License Agreement dated September 22, 2020 (6)
10.8		Agreement, Assignment Waiver and Estoppel dated September 22, 2020 (6)
10.9		Form of Indemnification Agreement entered into between the Company and ~~directors~~Directors Thomas Emmitt, Peter Whitton, Aristotle Popolizio and Euripides Drakes on September 22, 2022, and with Teddy Scott on September 16, 2021(6)
10.10		Assignment and Assumption Agreement dated September 22, 2020 (6)
10.11		Office Cost Sharing Agreement dated September 22, 2020 (6)
10.12		Bakhu 2020 Long-Term Incentive Plan (6)
10.13		Audit Committee Charter (6)
10.14		Consulting Agreement with Fourth and G Holdings, LLC dated June 7, 2021(7)
10.15		Tranche 1 Warrant issued to Fourth and G Holdings, LLC dated June 7, 2021(7)
10.16		Tranche 2 Warrant issued to Fourth and G Holdings, LLC dated June 7, 2021(7)
10.17		First Amendment to Amended and Restated License Agreement dated February 12, 2021(12)
10.18		Second Amendment to Amended and Restated License Agreement dated July 12, 2021(8)
10.19		Consulting Agreement with Damian Solomon dated July 28, 2021(9)
10.20		Consulting Agreement with Sean Akhavan dated July 28, 2021(9)
10.21		First Amendment to Consulting Agreement and Warrants dated September 12, 2021(10)
10.22		Executive Employment Agreement with Teddy Scott dated September 16, 2021(11)
10.23		Third Amendment to Integrated License Agreement dated January 31, 2022(13)
10.24		Employment Agreement dated February 11, 2022(14)
10.25		Consulting Agreement dated February 11, 2022(14)
10.26		Second Amendment to BDC Consulting Agreement dated July 14, 2022(15)
10.27		Promissory Note dated June 23, 2022(15)
10.28		Form of Director Agreement(16)
10.29		Form of Confidentiality and Nondisclosure Agreement(16)

~~Page 21~~

10.30		Form of Indemnification Agreement(16)
10.31		Form of Convertible Secured Promissory Note(17)
10.32		Form of Warrant(17)
10.33		General Security Agreement(17)
10.34		Intellectual Property Security Agreement(17)
14.01		Code of Ethics (6)
21		Subsidiaries (5)
31(i)		CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 ~~(17)~~(18)
31(ii)		CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 ~~(17)~~(18)
32		CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(17)~~(18)
101**		The following materials from the Company's Annual Report on Form 10-K for the year ended July 31, 2022 formatted in Extensible Business Reporting Language ("XBRL"): (i) the balance sheets (unaudited); (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema

Page 24

101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase

(1)Previously filed on Form 8-K on August 22, 2018

(2)Previously filed on Form 8-K on December 27, 2018

(3)Previously filed on Form 8-K on January 14, 2020

(4)Previously filed on Form 8-K on April 27, 2020

(5)Previously filed on Form 8-K on June 12, 2020

(6)Previously filed on Form 8-K on October 1, 2020

(7)Previously filed on Form 8-K on June 16, 2021

(8)Previously filed on Form 8-K on July 12, 2021

(9)Previously filed on Form 8-K on August 2, 2021

(10)Previously filed on Form 8-K on September 14, 2021

(11)Previously filed on Form 8-K on September 21, 2021

(12)Previously filed on Form 10-Q on January 11, 2022

(13)Previously filed on Form 8-K on February 3, 2022

(14)Previously filed on Form 8-K on February 17, 2022

(15)Previously filed on Form 8-K on July 22, 2022

(16)Previously filed on Form 8-K on August 4, 2022

(17)Previously filed on Form 8-K on March 5, 2024

(18) Filed herewith

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

(b)Financial Statement Schedules. The following financial statements are filed as part of this report:

Unaudited Consolidated Balance Sheets as of January 31, ~~2023~~2024 and the audited balance sheet as of July 31, ~~2021;~~2023;	3
Unaudited Consolidated Statements of Operations for the ~~six-month~~three-month periods ended January 31, ~~2023~~2024 and ~~2022~~2023	4
Unaudited Consolidated Statements of Cash Flows for the ~~six-month~~three-month periods ended January 31, ~~2023~~2024 and ~~2022~~2023	5
Unaudited Consolidated Statement of Stockholders’ Equity (Deficit) for the ~~six-month~~three-month periods ended January 31, ~~2023~~2024 and ~~2022~~2023	6
Notes to the Consolidated Financial Statements	7

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

Page 2225

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BAKHU HOLDINGS, CORP.


Dated: March ~~14, 2023~~25, 2024	/s/ ~~Michael R. Hawthorne~~Aristotle Popolizio
	By: ~~Michael R. Hawthorne~~Aristotle Popolizio
	Its: ~~Chief Executive Officer~~Vice President Principal Executive Officer



Dated: March ~~14, 2023~~25, 2024	/s/ Juan Carlos Garcia La Sienra Garcia
	By: Juan Carlos Garcia La Sienra Garcia
	Its: Chief Financial Officer Principal Financial Officer

Page 2326

Nevada		26-0510649
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

BAKHU HOLDINGS, CORP.
Consolidated Balance Sheets
(Unaudited)



			January 31,	July 31,
			2023	2022
ASSETS

CURRENT ASSETS

	Cash and cash equivalents		`$2,401`	`$12,451`

		Total Current Assets	`2,401`	`12,451`

OTHER ASSETS

	Fixed assets, net of accumulated depreciation of $133,672 and $76,516, respectively		`534,686`	`688,644`

		Total Other Assets	`534,686`	`688,644`

		TOTAL ASSETS	`$537,087`	`$701,095`

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts payable and accrued liabilities		`$1,974,383`	`$1,265,968`
	Accrued interest		`314,412`	`218,919`
	Notes payable - related parties		`6,647,220`	`6,373,731`

		Total Current Liabilities	`8,936,015`	`7,858,618`

		TOTAL LIABILITIES	`8,936,015`	`7,858,618`

STOCKHOLDERS' EQUITY (DEFICIT)

	Preferred stock, $0.001 par value; 50,000,000 shares authorized, 4 and 4 shares of Series A Preferred Stock issued and outstanding, respectively		`-`	`-`
	Common stock, $0.001 par value; 500,000,000 shares authorized, 301,302,983 and 301,282,983 shares issued and outstanding, respectively		`301,303`	`301,283`
	Additional paid-in capital		`44,464,839`	`36,070,822`
	Accumulated deficit		`(53,165,070)`	`(43,529,628)`

		Total Stockholders' Equity (Deficit)	`(8,398,928)`	`(7,157,523)`

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	`$537,087`	`$701,095`

The accompanying notes are an integral part of these financial statements

ASSETS
	January 31,	July 31,
	2024	2023
	(Unaudited)
ASSETS

CURRENT ASSETS

Cash and cash equivalents	`$426,347`	`$3,101`

Total Current Assets	`426,347`	`3,101`

OTHER ASSETS

Fixed assets, net of accumulated depreciation of $267,343 and $200,507, respectively	`401,015`	`467,850`

Total Other Assets	`401,015`	`467,850`

TOTAL ASSETS	`$827,362`	`$470,951`

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES

Accounts payable and accrued liabilities	`$2,009,943`	`$2,639,281`
Accrued interest	`553,452`	`412,813`
Settlement liability due to leasing company	`260,000`	`-`
Notes payable - related parties current portion	`150,000`	`6,744,672`

Total Current Liabilities	`2,973,395`	`9,796,766`

NON-CURRENT LIABILITIES

Notes payable – related parties	`7,103,972`	`-`
Notes payable – third parties	`530,000`	`-`

Total Non-Current Liabilities	`7,633,972`	`-`

TOTAL LIABILITIES	`10,607,367`	`9,796,766`

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $0.001 par value; 50,000,000 shares authorized, 0 and 4 shares of Series A Preferred Stock issued and outstanding, respectively	`-`	`-`
Common stock, $0.001 par value; 500,000,000 shares authorized, 301,302,983 and 301,302,983 shares issued and outstanding, respectively	`301,303`	`301,303`
Additional paid-in capital	`38,650,338`	`37,852,370`
Accumulated deficit	`(48,731,646)`	`(47,479,488)`

Total Stockholders' Equity (Deficit)	`(9,780,005)`	`(9,325,815)`

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	`$827,362`	`$470,951`

PART I: FINANCIAL INFORMATION

~~Item 1:~~ ~~Financial Statements~~		3
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15	17
Item 3:	Quantitative and Qualitative Disclosures about Market Risk		18	20
Item 4:	Controls and Procedures	20
	18
PART II: OTHER INFORMATION

~~PART II: OTHER INFORMATION~~

Item 1:	Legal Proceedings		19	21
Item 1A:	Risk Factors		19	21
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		20	21
Item 3:	Defaults Upon Senior Securities		20	21
Item 5:	Other Information		20	21
Item 6:	Exhibits		21	24

	October 31, 2022	July 31, 2022
Laboratory equipment and components – at cost	$ 668,358	$ 765,160
Accumulated depreciation	(133,672)	(76,516)
Fixed assets – net	$ 534,686	$ 688,644

	January 31, 2023	July 31, 2022
Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due April 10, 2023	$ 3,500,000	$ 3,500,000
Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due April 10, 2023	2,997,220	2,723,731
Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024	150,000	150,000
Total	$ 6,647,220	$ 6,373,731