UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~January~~April 3130, 2025

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

For the transition period from ________ to ________

Commission file number: 001-36564

~~Healthcare~~SafeSpace ~~Integrated~~Global ~~Technologies, Inc.~~Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada

85-1173741

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

311 S. Weisgarber Road

Knoxville, TN 37919

(Address of Principal Executive Offices)

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

Healthcare Integrated Technologies, Inc.

(Former Name, Former Address and Former Fiscal year, if Changed Since Last Report)

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

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

Common Stock, $0.001 par value

(Title of class)

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

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

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

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

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item~~filer, ~~405~~an ofaccelerated ~~Regulation~~filer, Sa non-Kaccelerated (§filer, ~~229.405~~a ofsmaller ~~this chapter) is not contained~~reporting ~~herein~~company, ~~and~~or ~~will~~an ~~not~~emerging begrowth ~~contained,~~company. toSee the ~~best~~definitions of ~~Registrant’s~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer,” “non-accelerated ~~proxy~~filer,” or“smaller ~~information~~reporting ~~statements~~company,” ~~incorporated by~~and ~~reference~~“emerging ingrowth ~~Part~~company” ~~III~~in ofRule ~~this Form 10~~12b-Q2 of orthe ~~any~~Exchange ~~amendment to this Form 10-Q~~Act. ☐

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

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

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

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

As of ~~March~~June 1211, 2025, there were ~~179~~184,~~105~~435,~~470~~741 shares of common stock of the Registrant outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION F-1 Item 1. Financial Statements (Unaudited). F-1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 4 Item 3. Quantitative and Qualitative Disclosures about Market Risk. 1214 Item 4. Controls and Procedures. 1214 PART II – OTHER INFORMATION 1314 Item 1. Legal Proceedings. 1314 Item 1A. Risk Factors. 1315 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 1315 Item 3. Defaults Upon Senior Securities. 15 Item 4. Mine Safety Disclosures. 15 Item 5. Other Information. 15 Item 6. Exhibits. 15 SIGNATURES 16

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “ITEM 1A – RISK FACTORS” included in our most recent Annual Report on Form 10-K for the year ended July 31, 2024 as filed with the United States Securities and Exchange Commission on October 29, 2024.

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

Index to Financial Statements

	Page
Quarterly Period Ended January 31, 2025
Quarterly Period Ended April 30, 2025
Interim Consolidated Balance Sheets	F-2
Interim Consolidated Balance Sheets (Unaudited)	F-2
Interim Consolidated Statements of Operations (Unaudited)	F-3
Interim Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)	F-4
Interim Consolidated Statements of Cash Flows (Unaudited)	F-5
Notes to The Interim Consolidated Financial Statements (Unaudited)	F-6

F-1

~~HEALTHCARE~~SAFESPACE ~~INTEGRATED~~GLOBAL ~~TECHNOLOGIES, INC.~~CORPORATION

INTERIM CONSOLIDATED BALANCE SHEETS

	January 31, 2025			July 31, 2024
	April 30, 2025			July 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	68,~~206~~131,~~216~~344		$	175,562
Restricted Cash		756,000			-
Accounts receivable, net		-			14,000
Prepaid expenses		3371,~~022~~909			33,022
Total current assets		68,~~995~~203,~~238~~253			222,584
OTHER ASSETS:
Intangibles, net		~~282~~159,~~567~~876			506,743
Total assets	$	78,~~277~~363,~~805~~129		$	729,327
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	~~126~~171,~~891~~933		$	182,784
Accounts payable and accrued expenses, related party		~~145~~47,~~283~~845			187,894
Accounts payable and accrued expenses		~~145~~47,~~283~~845			187,894
Payroll related liabilities		2936,~~555~~014			16,637
Note payable, net related party		~~322,674~~-			410,207
Notes payable		~~225,000~~-			225,000
Total current and total liabilities		~~849~~255,~~403~~792			1,022,522
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock par value $0.001; 200,000,000 shares authorized; 150,060,450 and 79,853,696 shares issued and outstanding as of January 31, 2025 and July 31, 2024, respectively		150,061			79,854
Common stock par value $0.001; 200,000,000 shares authorized; 180,335,741 and 79,853,696 shares issued and outstanding as of April 30, 2025 and July 31, 2024, respectively		180,336			79,854
Additional paid-in capital		2327,~~787~~502,~~567~~870			15,941,603
Deposits on stock subscriptions		756,000			-
Accumulated deficit		(19,575,869	)		(16,314,652	)
Accumulated deficit		(18,265,226	)		(16,314,652	)
Total stockholders’ equity (deficit)		8,107,337			(293,195	)
Total stockholders’ equity (deficit)		6,428,402			(293,195	)
Total liabilities and stockholders’ equity	$	8,363,129		$	729,327
Total liabilities and stockholders’ equity	$	7,277,805		$	729,327

See accompanying notes to the interim consolidated financial statements.

F-2

~~HEALTHCARE~~SAFESPACE ~~INTEGRATED~~GLOBAL ~~TECHNOLOGIES, INC.~~CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	January 31,						January 31,
	April 30,						April 30,
	2025			2024			2025			2024
REVENUE, NET	$	-		$	2160,~~769~~283		$	-		$	2182,~~769~~052
OPERATING EXPENSES:
Selling, general and administrative		~~470~~939,~~227~~226			~~104~~128,~~137~~082			~~814~~1,~~014~~753,240			~~242~~370,~~154~~236
Stock-based compensation		~~624~~363,~~365~~555			378,~~893~~361			~~880~~1,~~747~~244,302			25104,~~835~~196
Amortization of intangibles		~~123~~122,~~597~~002			55,697			~~177~~299,~~951~~953			~~111~~167,~~394~~091
Impairment of intangibles		~~30,547~~-			-			46,225			-
Total operating expenses		1,~~248~~424,~~736~~783			~~163~~262,~~727~~140			13,~~918~~343,~~937~~720			~~379~~641,~~383~~523
OPERATING LOSS		(1,~~248~~424,~~736~~783	)		(~~141~~201,~~958~~857	)		(13,~~918~~343,~~937~~720	)		(~~357~~559,~~614~~471	)
OTHER INCOME (EXPENSE):
Interest expense		(17,700	)		(13,205	)		(31,637	)		(26,049	)
Gain on extinguishment of debt		113,645			-			113,645			-
Total other income (expense)		(17,700	)		(13,205	)		(31,637	)		(26,049	)
Interest expense		(6,872	)		(13,361	)		(38,509	)		(39,410	)
NET LOSS	$	(1,266,436	)	$	(155,163	)	$	(1,950,574	)	$	(383,663	)
Interest income		7,367			-			7,367			-
Total other income (expense)		114,140			(13,361	)		82,503			(39,410	)
NET LOSS	$	(1,310,643	)	$	(215,218	)	$	(3,261,217	)	$	(598,881	)
NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.0203	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		~~110~~165,~~265~~259,~~231~~474			6971,~~406~~481,~~473~~879			95121,~~457~~402,~~614~~192			6869,~~637~~320,~~514~~088

See accompanying notes to the interim consolidated financial statements.

F-3

~~HEALTHCARE~~SAFESPACE ~~INTEGRATED~~GLOBAL ~~TECHNOLOGIES, INC.~~CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Shares		Amount		Capital			Subscribed			Deficit			Deficit
	Nine Months Ended April 30, 2025
	Six Months Ended January 31, 2025
					Additional			Common						Total
	Common Stock				Paid-In			Stock			Accumulated			Stockholders’
	Shares		Amount		Capital			Subscribed			Deficit			Deficit
Balances at July 31, 2024		79,853,696	$	79,854	$	15,941,603		$	-		$	(16,314,652	)	$	(293,195	)
Net loss		-		-		-			-			(684,138	)		(684,138	)
Shares issued for cash		22,320,000		22,320		2,209,680			-			-			2,232,000
Issuance of shares for services
Shares issued for services
Issuance of shares for services, shares
Shares issued for services, shares
Receipt of cash deposits on stock subscription agreements		-		-		-			220,000			-			220,000
Issuance of shares for the conversion of debt and related accrued interest
Issuance of shares for the conversion of debt and related accrued interest, shares
Issuance of shares for loan modification
Issuance of shares for loan modification, shares
Receipt of cash deposits on stock subscription agreements		-		-		-			220,000			-			220,000
Stock-based compensation		2,750,000		2,750		253,631			-			-			256,381
Shares issued for settlement of accrued expenses		281,240		281		27,843			-			-			28,124
Activity for the three months ended October 31, 2024		25,351,240		25,351		2,491,154			220,000			(684,138	)		2,052,367
Activity for the Three months ended October 31, 2024		25,351,240		25,351		2,491,154			220,000			(684,138	)		2,052,367
Balances		150,204,936	$	105,205	$	18,432,757			220,000		$	(16,998,790	)	$	1,759,172
Net loss		-		-		-			-			(1,266,436	)		(1,266,436	)
Shares issued for cash		39,045,514		39,046		4,727,854			(220,000	)		-			4,546,900
Shares issued for services		60,000		60		8,340			-			-			8,400
Receipt of cash deposits on subscriptions		-		-		-			756,000			-			756,000
Shares issued for settlement		500,000		500		(500	)		-			-			-
Stock-based compensation		5,250,000		5,250		619,116			-			-			624,366
Activity for the three months ended January 31, 2025		44,855,514		44,856		5,354,810			536,000			(1,266,436	)		4,669,230
Activity for the Three months ended January 31, 2025		44,855,514		44,856		5,354,811			536,000			(1,266,436	)		4,669,230
Balances at January 31, 2025		150,060,450	$	150,061	$	23,787,567			756,000		$	(18,265,226	)	$	6,428,402
Balances		150,060,450	$	150,061	$	23,787,567			756,000		$	(18,265,226	)	$	6,428,402
Net loss												(1,310,643	)		(1,310,643	)
Shares issued for cash		27,261,034		27,261		3,234,540			(756,000	)		-			2,505,801
Shares issued for services		1,790,794		1,791		81,309			-			-			83,100
Issuance of shares for the conversion of debt and related accrued interest		493,463		493		93,997			-			-			94,490
Stock-based compensation		730,000		730		305,457			-			-			306,187
Activity for the Three months ended April 30, 2025		30,275,291		30,275		3,715,303			(756,000	)		(1,310,643	)		1,678,935
Balances at April 30, 2025		180,335,741	$	180,336	$	27,502,870			-		$	(19,575,869	)	$	8,107,337
Balances		180,335,741	$	180,336	$	27,502,870			-		$	(19,575,869	)	$	8,107,337

	Shares		Amount		Capital			Deficit			Deficit
	Nine Months Ended April 30, 2024
	Six Months Ended January 31, 2024
					Additional						Total
	Common Stock				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balances at July 31, 2023		68,016,167	$	68,016	$	14,878,282		$	(15,612,166	)	$	(665,868	)
Net loss		-		-		-			(228,500	)		(228,500	)
Issuance of shares for services		1,000,000		1,000		(1,000	)		-			-
Stock-based compensation		211,523		212		21,730			-			21,942
Activity for the three months ended October 31, 2023		1,211,523		1,212		20,730			(228,500	)		(206,558	)
Activity for the Three months ended October 31, 2023		1,211,523		1,212		20,730			(228,500	)		(206,558	)
Balances		69,227,690	$	69,228	$	14,899,012		$	(15,840,666	)	$	(872,426	)
Net loss		-		-		-			(155,163	)		(155,163	)
Issuance of shares for cash		1,000,000		1,000		99,000			-			100,000
Issuance of shares for services		100,000		100		(100	)		-			-
Issuance of shares for loan modification		326,813		327		(327	)		-			-
Stock-based compensation		70,508		70		3,823			-			3,893
Activity for the three months ended January 31, 2024		1,497,321		1,497		102,396			(155,163	)		(51,270	)
Activity for the Three months ended January 31, 2024		1,497,321		1,497		102,396			(155,163	)		(51,270	)
Activity for the three months ended		1,497,321		1,497		102,396			(155,163	)		(51,270	)
Balances at January 31, 2024		70,725,011	$	70,725	$	15,001,408		$	(15,995,829	)	$	(923,696	)
Balances		70,725,011	$	70,725	$	15,001,408		$	(15,995,829	)	$	(923,696	)
Net loss									(215,218	)		(215,218	)
Issuance of shares for cash		2,250,000		2,250		222,750						225,000
Issuance of shares for loan modification		243,531		244		(244	)					-
Stock-based compensation		-		-		78,362						78,362
Activity for the Three months ended April 30, 2024		2,493,531		2,494		300,868			(215,218	)		88,144
Activity for the Three months ended		2,493,531		2,494		300,868			(215,218	)		88,144
Balances at April 30, 2024		73,218,542	$	73,219	$	15,302,276		$	(16,211,047	)	$	(835,552	)
Balances		73,218,542	$	73,219	$	15,302,276		$	(16,211,047	)	$	(835,552	)

See accompanying notes to the interim consolidated financial statements.

F-4

~~HEALTHCARE~~SAFESPACE ~~INTEGRATED~~GLOBAL ~~TECHNOLOGIES, INC.~~CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended April 30,
	2025			2024
	For the Six Months Ended January 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(13,~~950~~261,~~574~~217	)	$	(~~383~~598,~~663~~881	)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization expense		~~177~~299,~~951~~953			~~111~~167,~~394~~091
Stock-based compensation		~~880~~1,~~747~~244,302			25104,~~835~~196
Shares issued for services		891,~~400~~500			-
Impairment of intangibles		46,225			-
Amortization of debt discount		4,662			-
Gain on extinguishment of debt		(113,645	)		-
Cash received from deferred revenue		-			105,189
Changes in operating assets and liabilities:
Accounts receivable, net-		14,000			(56,000	)
Accounts receivable, net		14,000			(14,000	)
Prepaid expenses and other current assets		-(38,887	)		1,070
Accounts payable and accrued expenses		~~(27~~82,~~770~~356	)		~~191~~28,~~058~~471
Accounts payable and accrued expenses, related party		(39137,~~561~~969	)		69(70,~~966~~381	)
Payroll related liabilities		1219,~~918~~377			~~122~~184,~~722~~082
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		(873,002	)		187,571
NET CASH USED BY OPERATING ACTIVITIES		(1,754,005	)		(198,352	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		610,~~998~~172,~~900~~074			~~100~~325,000
Cash deposits on stock subscription agreements		756,000			-
Principle payments on note payable		(50,000	)		-
Restricted cash		(756,000	)		-
Principle (payments) proceeds from related party notes		(410,207	)		72,030
Principle payments on related party note payable		(92,195	)		-
Payments of amounts owed to related parties		(2,080	)		(199,059	)
Proceeds from related party loans		-			37,797
NET CASH PROVIDED BY FINANCING ACTIVITIES		9,709,787			197,971
Payments of amounts owed to related parties		(3,049	)		(10,000	)
Net change in cash and cash equivalents		7,955,782			(381	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		6,903,656			127,797
Net change in cash and cash equivalents		6,030,654			315,368
Cash and cash equivalents, beginning of period		175,562			411
Cash and cash equivalents, end of period	$	68,~~206~~131,~~216~~344		$	~~315,779~~30
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest, related party	$	6065,~~156~~074		$	-
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for payment of accrued expenses	$	28,124		$	-
Shares issued for extinguishment of convertible debt	$	175,000		$	-

See accompanying notes to the interim consolidated financial statements.

F-5

~~HEALTHCARE~~SAFESPACE ~~INTEGRATED~~GLOBAL ~~TECHNOLOGIES, INC.~~CORPORATION

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~January~~April 3130, 2025

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Healthcare~~SafeSpace ~~Integrated~~Global ~~Technologies,~~Corporation ~~Inc.~~ and its wholly owned subsidiaries Grasshopper Staffing, Inc. and Indeliving Holdings, Inc. (collectively the “Company,” “we,” “our” or “us”) is an ~~AI-~~ambient, multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI monitoring tools to enhance resident safety, reduce the risk of injuries, and improve overall care efficiency.

Basis of Presentation

The accompanying interim consolidated financial statements include those of ~~Healthcare~~SafeSpace ~~Integrated~~Global ~~Technologies,~~Corporation ~~Inc.~~ and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying interim consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to fairly present the financial position of the Company as of ~~January~~April 3130, 2025 and the results of operations and cash flows for the periods presented. The results of operations for the ~~six~~nine months ending ~~January~~April 3130, 2025 are not necessarily indicative of the operating results for the full fiscal year or any future period. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2024 filed with the SEC on October 29, 2024.

Consolidation Policy

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

Business Combinations

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

Allowance for Credit losses

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

F-6

Risk and Uncertainties

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

Use of Estimates

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

Reclassifications

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

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash includes cash received from investors prior to obtaining executed Common Stock Subscription Purchase Agreements (“SPAs”). The investors agreed to purchase 6,000,000 shares of our common stock at a purchase price of $0.126 per share. The executed SPAs were received subsequent to January 31, 2025. The proceeds received were recorded as Deposits on stock subscription agreements in the interim consolidated balance sheets.

Accounts Receivable

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

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

Concentration of Credit Risk

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

F-7

Fair Value of Financial Instruments

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

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

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

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

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

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to ~~operations~~ operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the interim consolidated statements of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from 5 five to seven years.

Intangible Assets

Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized on a straight-line basis over their expected useful lives, which approximate 20-years for patents, 2-years for internally developed software and 2-years for website related cost. Intangible assets that are subject to amortization are evaluated for impairment at least annually, and additionally whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss would be recognized for the amount by which the carrying value exceeds the fair value of the asset. We recognized a $46,225 intangible asset impairment charge during the ~~six~~nine months ending ~~January~~April 3130, 2025. There were not any intangible asset impairment charges recorded during the ~~three~~nine months ending ~~January~~April 3130, 2024.

Intangibles, net was $~~282~~159,~~567~~876 and $506,743 as of ~~January~~April 3130, 2025 and July 31, 2024, respectively. See Note 32 - Intangibles, Net.

Derivative Liability

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

F-8

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

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

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

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

We had no derivative assets or liabilities as of ~~January~~April 3130, 2025 and July 31, 2024.

Related Parties

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

Segment Information

The Company has identified its Chief Executive Officer as the chief operating decision maker (“CODM”) who uses consolidated financial information to make operating decisions, assess financial performance, and allocate resources. The Company’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. Net loss is used to monitor budget versus actual results.

Revenue Recognition

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

F-9

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

F-9

Advertising and Marketing

Advertising and marketing costs are expensed as incurred in accordance with ASC 720-35, “Advertising Costs.” We incurred advertising and marketing costs of $90164,~~257~~040 and $25,~~668~~864 for the ~~six~~nine months ending ~~January~~April 3130, 2025 and 2024, respectively, which are included in selling, general and administrative expenses on the interim consolidated financial statements.

Contract Liabilities

The Company receives payments from customers based upon contractual billing schedules. Contract liabilities include payments received in advance of performance under the contract. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Our contract assets and liabilities are reported on an individual contract basis at the end of each reporting period. Contract liabilities are classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company expects to recognize all outstanding contract liabilities over the next 12 months. The Company has recorded $3,146 and $0 as of April 30, 2025, and July 31, 2024, respectively in accrued expenses related to contract liabilities.

Stock-Based Compensation

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

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

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

Income Taxes

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

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

F-10

Net Loss Per Common Share

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

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which improves financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes of the financial statements at interim and annual reporting period. ASU 2024-03 is effective for all public entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect of adopting this ASU.

NOTE 2 - INTANGIBLES, NET

Intangibles, net consisted of the following at ~~January~~April 3130, 2025 and July 31, 2024:

SCHEDULE OF INTANGIBLES, NET

	As of January 31, 2025
	As of April 30, 2025
			Accumulated			Reserve for
	Cost		Amortization			Impairment			Net
Software	$	627,440	$	(~~383~~504,~~436~~749	)	$	-		$	~~244~~122,~~004~~691
Patents		55,137		(79,~~749~~127	)		(8,825	)		3837,~~563~~185
Website		8,785		(8,785	)		-			-
Total intangibles	$	691,362	$	(~~399~~522,~~970~~661	)	$	(8,825	)	$	~~282~~159,~~567~~876

	As of July 31, 2024
			Accumulated			Reserve for
	Cost		Amortization			Impairment			Net

Software	$	627,440	$	(209,147	)	$	-		$	418,293
Patents		165,411		(19,112	)		(57,849	)		88,450
Website		8,785		(8,785	)		-			-
Total intangibles	$	801,636	$	(237,044	)	$	(57,849	)	$	506,743

~~F-11~~Amortization expense for the nine months ended April 30, 2025 and 2024 was $299,953 and $167,091 respectively.

~~Amortization~~Intangibles ~~expense~~are ~~for~~amortized ~~the~~over ~~six~~their ~~months~~estimated ~~ended~~useful ~~January~~lives 31of two (2) to twenty (20) years. As of April 30, 2025, ~~and~~the ~~2024~~weighted average remaining useful life of intangibles being amortized was ~~$177,951~~approximately 4 years and ~~$111,394~~the ~~respectively~~software amortization was reduced to 2 years to align with the rapidly developing AI technology market. We now expect the remaining aggregate amortization expenses for each of the five succeeding years to be as follows:

Intangibles are amortized over their estimated useful lives of two (2) to twenty (20) years. As of January 31, 2025, the weighted average remaining useful life of intangibles being amortized was approximately 3 years and the software amortization was reduced to 2 years to align with the rapidly developing AI technology market. We now expect the remaining aggregate amortization expenses for each of the five succeeding years to be as follows:

2025	$	~~245~~122,~~383~~691
2026		1,378
2027		1,378
2028		1,378
2029		1,378
Thereafter		31,~~672~~673
Total expected amortization expense	$	~~282~~159,~~567~~876

F-11

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at ~~January~~April 3130, 2025 and July 31, 2024:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
Accounts payable	$	4329,~~695~~016	$	51,151
Accrued expenses		-142,917		55,800
Accrued interest expense		~~83,196~~-		75,833
Accounts payable and accrued expenses		~~126~~171,~~891~~933		182,784
Accounts payable, related party		2728,~~876~~845		30,925
Accounts payable		2728,~~876~~845		30,925
Accrued expenses, related party		~~114~~19,~~231~~000		151,386
Accrued expenses		~~114~~19,~~231~~000		151,386
Accrued interest expense, related party		~~3,176~~-		5,583
Accrued interest expense		~~3,176~~-		5,583
Accounts payable and accrued expenses, related party		~~145~~47,~~283~~845		187,894
Accounts payable and accrued expenses		~~145~~47,~~283~~845		187,894
Total accounts payable and accrued expenses	$	~~272~~219,~~174~~778	$	370,678

NOTE 4 - PAYROLL RELATED LIABILITIES

Payroll related liabilities consisted of the following at ~~January~~April 3130, 2025 and July 31, 2024:

SCHEDULE OF PAYROLL RELATED LIABILITIES

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
Accrued officers’ payroll	$	1219,~~918~~377	$	-
Payroll taxes payable		16,637		16,637
Total payroll related liabilities	$	2936,~~555~~014	$	16,637

NOTE 5 - NOTE PAYABLE, RELATED PARTY

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

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

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

On June 12, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC, a related party (the “Platinum Note 3”), in the principal amount of $410,207. The Platinum Note 3 was unsecured and beared interest at 10% per annum. The principal amount of the note plus accrued interest of $20,510 was due in a single lump sum payment on December 12, 2024. We incurred no issuance cost on the transaction.

On December 31, 2024, we issued a new promissory note to Platinum Equity Advisors, LLC in the principal amount of $373,957 (the “Platinum Note 4”) as full payment of the Platinum Note 3 principal and accrued interest due. The Platinum Note 4 is unsecured and bears interest at 10% per annum. The principal amount of the note plus accrued interest of $37,396 is due in a single lump sum payment on December 31, 2025. We incurred $55,945 of issuance cost on the transaction. As of January 31, 2025 our unamortized deferred financing costs for the Platinum Note 4 were $51,283.F-12

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

At ~~January~~April 3130, 2025, ~~the~~all ~~principal~~amounts ~~balance~~owed ofunder ~~the~~ Platinum Note 4 ~~was~~were ~~$373,957~~repaid. ~~and~~The ~~accrued~~Company ~~but~~recognized ~~unpaid~~a ~~interest~~loss ~~was~~of $351,~~176.~~283 ~~The~~for ~~accrued~~the ~~interest~~unamortized issuance iscosts ~~included~~ in ~~Accounts~~Gain ~~payable~~(loss) ~~and~~on ~~accrued~~extinguishment ~~expenses,~~of ~~related~~debt ~~party~~ on ~~our~~the interim consolidated ~~balance~~financial ~~sheets~~statements. The amounts and terms of the related party transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 6 - NOTES PAYABLE

We had the following debt obligations reflected at their respective carrying values on our interim consolidated balance sheets as of ~~January~~April 3130,2025 and July 31, 2024:

SCHEDULE OF DEBT OBLIGATIONS

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
5% Convertible promissory notes	$	~~175,000~~-	$	175,000
Note payable to Acorn Management Partners, LLC		50,000		50,000
5% Convertible promissory notes	$	-	$	175,000
Notes payable	$	225,000	$	225,000
Note payable to Acorn Management Partners, LLC		-		50,000
Notes payable	$	-	$	225,000

5% Convertible Promissory Notes

On various dates during the month of March 2018, we issued a series of 5% Convertible Promissory Notes (collectively, the “5% Notes”) totaling $750,000 in net proceeds. We incurred no costs related to the issuance of the 5% Notes. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually and matured one-year from the date of issuance. At ~~January~~April 3130, 2025, and July 31, 2024, accrued but unpaid interest on the 5% Notes was $~~69,777~~0 and $63,914, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets.

F-13

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

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

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

At ~~January~~April 3130, 2025, all outstanding 5% Notes ~~with~~were asettled ~~face~~for ~~amount~~common ofstock. ~~$175,000~~Management ~~and~~negotiated ~~related~~an ~~accrued~~amendment ~~interest~~with ~~expense~~all ofremaining ~~$69,777 are currently in default and~~noteholders ~~are~~extending ~~not convertible under~~ the ~~conversion~~maturity ~~terms.~~date ~~Management~~and issubsequently ~~currently~~converted ~~negotiating~~all ~~amendments~~outstanding to5% ~~the~~Notes ~~notes~~resulting in ~~default~~a togain ~~extend~~of ~~the maturity~~$151,508 ~~dates~~that ofwas ~~such~~recognized ~~notes~~in Gain ~~and~~(loss) toon ~~encourage~~extinguishment ~~note~~of ~~conversions~~debt byon the ~~end~~interim ofconsolidated ~~the~~financial ~~fiscal year~~statements.

Note Payable to Acorn Management Partners, LLC

On August 11, 2020, we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”). As consideration for the share repurchase, we issued a $50,000 promissory note bearing interest a 6.0% per annum and due 1 one-year from the date of issuance (the “Acorn Note”). In the event we default under the terms of the Acorn Note, we were ~~are~~ required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. The purchased shares were delivered by AMP directly to the transfer agent on September 8, 2020, and immediately cancelled. At ~~January~~April 3130, 2025, and July 31, 2024, accrued but unpaid ~~interest~~ interest on the Acorn Note was $~~13,419~~ 0 and $11,919, respectively, which is included in “Accounts payable and accrued expenses” on our interim consolidated balance sheets. On AtApril ~~January 31~~30, 2025, the note was repaid, and the related accrued interest ~~expense~~was isextinguished. Management negotiated a settlement of the entire outstanding principal balance and accrued interest resulting in ~~default.~~a ~~Management~~gain of $13,419 isthat ~~currently~~was ~~negotiating~~recorded anin ~~amendment~~Gain to(loss) ~~the~~on ~~note~~extinguishment toof ~~extend~~debt on the ~~maturity~~interim ~~date~~consolidated financial statements.

F-13

NOTE 7 - COMMON STOCK

AtOn ~~January~~April 3130, 2025 and July 31, 2024, we had ~~150~~180,~~060~~335,~~450~~741 and 79,853,696 shares of common stock outstanding, respectively. We issued 70100,~~206~~482,~~754~~045 unregistered shares of our common stock, of which 6188,~~365~~626,~~514~~548 shares were issued for cash, ~~500~~1,~~000~~290,794 shares for a loan modification fee, 281,240 shares were issued for the payment of accrued expenses, 60493,463 were issued for conversion of debt and related accrued interest, 1,060,000 shares were issued for services and 8,~~000~~730,000 were issued for compensation during the ~~six~~nine months ended ~~January~~April 3130, 2025.~~The~~ ~~Company received stock subscription agreements for 3,587,300 shares at~~During ~~$0.126 per share, however,~~ the ~~Company had not received a cash payment of $452,000 with the agreements at January 31, 2025. During the~~ fiscal year ended July 31, 2024, we issued 11,837,529 unregistered shares of our common stock, of which 5,500,000 shares were issued for cash, 3,385,154 shares were issued for the payment of accrued expenses, 1,282,031 were issued for compensation, 1,100,000 shares were issued for services, and 570,344 shares were issued for a loan modification fee.

On August 25, 2024, we issued 1,000,000 unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services. The shares were issued upon the vesting of shares from a restricted stock award dated August 25, 2024 at an estimated grant date fair value of $0.0675 per share on such date.

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

F-14

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

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

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

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

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

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

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

F-14

On October 21, 2024, we completed multiple private placements of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placements.

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

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

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

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

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

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

F-15

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

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

On November 5, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

On November 6, 2024, we completed a private placement of 200,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $20,000. We incurred no cost related to the private placement.

On November 11, 2024, we completed a private placement of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placement.

On November 13, 2024, we issued 500,000 shares of common stock to a previous lender pursuant to a make -whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share.

On November 19, 2024, we issued 60,000 unregistered shares of our common stock for settlement of accounts payables. The shares were issued at an agreed upon value of $0.14 per share.

On December 1, 2024,, we issued 250,000 shares of common stock to a consultant pursuant to the terms of their consulting agreement.. The ~~shares~~ shares were issued to the consultants at an estimated value of $0.09 per share.

F-15

On December 1, 2024, we issued 2,000,000 unregistered shares of our common stock to the Chief Financial Officer. The shares were issued to the officer at an estimated grant date fair value of $0.09 per share.

On December 5, 2024,, we issued 2,000,000 shares of common stock to a consultant pursuant to the terms of their consulting agreement.. The shares were issued to the consultants at an estimated value of $0.119 per share.

On December 20, 2024, we issued 500,000 unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board at their resignation. The shares were issued as part of a settlement agreement at an estimated grant date ~~fair~~at ~~value~~a fair value of $0.077 per share.

On January 1, 2025, we issued 250,000 shares of common stock to consultants pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0.105 per share.

On January 2, 2025, we issued 100,000 shares of common stock to consultants pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0107 per share.

On January 6, 2025, we completed a private placement of 909,091 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

On January 15, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

F-16

On January 20, 2025, we issued 150,000 shares of common stock to consultants pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0135 per share.

On January 24, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement.

On January 26, 2025, we completed multiple private placements of 4,799,566 unregistered shares of our common stock at a price of $0.123 per share resulting in net proceeds to the Company of $590,200. We incurred no cost related to the private placements.

On January 27, 2025, we completed multiple private placements of 2,587,300 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $326,000. We incurred no cost related to the private placements.

On January 28, 2025, we completed multiple private placements of 6,793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $856,000. We incurred no cost related to the private placements.

On January 29, 2025, we completed multiple private placements of 9,813,056 unregistered shares of our common stock at a price of $0.125 per share resulting in net proceeds to the Company of $1,221,900. We incurred no cost related to the private placements.

On January 30, 2025, we completed multiple private placements of 4,380,951 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $552,000. We incurred no cost related to the private placements.

On January 31, 2025, we completed multiple private placements of 3,974,600 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $500,800. We incurred no cost related to the private placements.

F-16

On February 3, 2025, we completed multiple private placements of 4,702,741 unregistered shares of our common stock at a price of $0.120 per share resulting in net proceeds to the Company of $562,000. We incurred no cost related to the private transaction.

On February 4, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction.

On February 5, 2025, we completed a private placement of 3,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $378,000. We incurred no cost related to the private transaction.

On February 6, 2025, we completed multiple private placements of 3,502,740 unregistered shares of our common stock at a price of $0.122 per share resulting in net proceeds to the Company of $426,800. We incurred no cost related to the private transaction.

On February 7, 2025, we completed multiple private placements of 3,405,483 unregistered shares of our common stock at a price of $0.117 per share resulting in net proceeds to the Company of $400,000. We incurred no cost related to the private transaction.

On February 10, 2025, we completed multiple private placements of 1,793,651 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $226,000. We incurred no cost related to the private transaction.

On February 11, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $110,000. We incurred no cost related to the private transaction.

On February 12, 2025, we completed a private placement of 454,545 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $50,000. We incurred no cost related to the private transaction.

On February 14, 2025, we issued 750,000 shares of common stock to multiple consultants pursuant to the terms of their consulting agreements. These shares were issued to the consultants at an estimated value of $0.051 per share.

On February 18, 2025, we completed multiple private placements of 2,500,000 unregistered shares of our common stock at a price of $0.113 per share resulting in net proceeds to the Company of $283,000. We incurred no cost related to the private transaction.

On February 20, 2025, we completed a private placement of 793,651 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction.

On February 21, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction.

On February 26, 2025, we completed a private placement of 1,590,909 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $175,000. We incurred no cost related to the private transaction.

F-17

On February 26, 2025, we issued 790,794 shares of common stock to a previous lender pursuant to a make-whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share.

On February 27, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction.

On March 1, 2025, we issued 250,000 shares of common stock to a consultant pursuant to the terms of their consulting agreements. These shares were issued to the consultants at an estimated value of $0.232 per share.

On March 21, 2025, we completed a private placement of 1,136,364 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $125,000. We incurred no cost related to the private transaction.

On March 21, 2025, we issued 211,214 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

On March 25, 2025, we issued 70,523 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

On March 26, 2025, we issued 70,513 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

On April 1, 2025, we issued 150,000 unregistered shares of our common stock to a consultant pursuant to the terms of a consulting agreement at an estimated grant date fair value of $0.234 per share on such date.

On April 5, 2025, we issued 141,213 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share.

On April 14, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction.

On April 17, 2025, we issued 500,000 unregistered shares of our common stock to the Chief Revenue Officer. The shares were issued to the officer at an estimated grant date fair value of $0.229 per share.

On April 24, 2025, we issued 80,000 unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services at an estimated grant date fair value of $0.223 per share.

NOTE 8 - STOCK-BASED COMPENSATION

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

F-18

Summary of Stock Options and Warrants

~~Our~~During ~~stock-based~~the ~~compensation~~nine ~~programs~~months ~~are~~ending ~~long-term~~April ~~retention~~30, ~~awards~~2025, ~~that~~we ~~are~~recorded ~~intended~~no compensation expense related to ~~attract,~~stock ~~retain,~~options and ~~provide~~warrants. ~~incentives~~During ~~for~~the ~~employees,~~nine months ~~officers~~ending ~~and~~April ~~directors~~30, ~~and~~2024, we recorded $76,482 of compensation expense related to ~~align~~stock ~~stockholder~~options and ~~employee interest~~warrants. We ~~utilize~~granted ~~grants~~no ~~of both~~ stock options or ~~and~~ warrants ~~and~~during ~~restricted stock~~the tonine ~~achieve~~months ~~those~~ending ~~goals~~April 30, 2025 or 2024.

~~Summary~~The offollowing ~~Stock~~table ~~Options~~summarizes our options and ~~Warrants~~equity classified warrant activity for the nine months ending April 30, 2025 and fiscal year ended July 31, 2024:

During the six months ended January 31, 2025, we recorded no compensation expense related to stock options and warrants. During the six months ended January 31, 2024, we recorded $6,706 of compensation expense related to stock options and warrants. We granted no stock options or warrants during the six months ending January 31, 2025 or 2024.

F-17

The following table summarizes our options and warrant activity for the Six months ending January 31, 2025 and fiscal year ended July 31, 2024:

	January 31, 2025					July 31, 2024
	April 30, 2025					July 31, 2024
	Number of Options and Warrants			Weighted Average Exercise Price		Number of Options and Warrants		Weighted Average Exercise Price
Balance at beginning of year		6,350,000		$	0.21		6,350,000	$	0.24
Granted		-			-		1,250,000		0.07
Expired / Cancelled		(600,000	)		0.15		1,250,000		0.23
Expired / Cancelled / Exercised		(1,600,000	)		0.15		1,250,000		0.23
Balance at end of period		54,750,000		$	0.2224		6,350,000	$	0.21
Options and warrants exercisable		51,750,000		$	0.2208		6,350,000	$	0.21

Summary of Restricted Stock Grants

During the ~~six~~nine months ~~ended~~ending ~~January~~April 3130, 2025, and 2024, we recorded compensation expense related to unvested restricted stock grants of $~~208~~363,~~551~~ 392 and $1927,~~129~~714, respectively. The grant date fair value of restricted stock awards during the ~~six~~nine months ended ~~January~~April 3130, 2025, ~~and 2024~~ was $~~857~~2,~~553 and $7~~219,~~305, respectively~~388. Additionally, the Company estimated a 25% discount to market to reflect the legal restrictions preventing the securities from being sold on the OTC market until they are registered or deemed exempt from registration

The following table summarizes our restricted stock activity for the ~~Six~~nine months ending ~~January~~April 3130, 2025, and fiscal year ended July 31, 2024:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	January 31, 2025			July 31, 2024
	April 30, 2025			July 31, 2024
Balance at beginning of period		4,000,000			2,282,031
Granted		911,~~450~~980,000			3,100,000
Expired / Cancelled		(12,~~200~~050,000	)		-
Released		(2,~~250~~400,000	)		(1,382,031	)
Balance at end of period		1011,~~000~~530,000			4,000,000

NOTE 9 - RELATED PARTY TRANSACTIONS

To continue operations and meet operating cash requirements, we have periodically relied on short -term loans from related parties, primarily shareholders, until such time as our cash flow from operations meets our cash requirements, or we are able to obtain adequate financing through sales of our equity securities and/or traditional debt financing. There is no formal written commitment for continued support by shareholders or others. Amounts loaned primarily relate to amounts paid to vendors. The loans are considered temporary in nature and have not been formalized by any written agreement. As of ~~January~~April 3130, 2025, and July 31, 2024, related parties were owed $2728,~~876~~845 and $30,925, respectively, which are included in Accounts payable and accrued expenses, related party on the consolidated balance sheets (See Note 6 - Accounts Payable and Accrued Expenses, Related Party). The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party loans may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

For compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum Equity”), a related party, to provide the services of our CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC, is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and ~~Charman~~Chairman of our Board of Directors. At ~~January~~April 3130, 2025, and July 31, 2024, we owed Platinum Equity $8319,~~317~~000 and $151,386, respectively, for amounts related to the Contract CEO Agreement. The amount owed is included in Accounts payable and accrued expenses, related party on the interim consolidated balance sheets (See Note 53 - Accounts Payable and Accrued Expenses~~, Related Party~~).

F-1819

On December 31, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $373,957 which ~~includes~~included $51,283 of unamortized deferred financing costs (See Note 75 – Notes Payable, Related Party). ~~The~~All ~~note,~~outstanding ~~plus~~balances ~~accrued~~were ~~interest, was~~paid ~~due~~off onduring ~~December~~the ~~31, 2024~~quarter. At ~~January~~July 31, ~~2025~~2024, ~~and~~the ~~July~~company ~~31,~~had ~~2024,~~recorded accrued but unpaid interest on the note ~~was~~of $~~3,176 and $~~5,583, ~~respectively,~~ (See Note 63 – Accounts Payable and Accrued Expenses~~, Related Party~~). We paid $6065,~~156~~074 in interest to Platinum Equity Advisors, LLC during the ~~six~~nine months ~~ended~~ending April ~~January 31~~30, 2025. We paid no interest during the ~~six~~nine months ~~ended~~ending ~~January~~April 3130, 2024. The amount and terms of the related party loan may not necessarily be indicative of the amount and terms that would have been incurred had comparable transactions been entered into with independent third parties.

During the ~~six~~nine months ended ~~January~~April 3130, 2025, the Company recognized $2541,~~577~~326 in office rent expense included in “Selling, general and administrative” on our interim consolidated statements of operations related to a month-to-month sublease agreement with Blue Earth Resources, Inc. (“BERI”), an entity related to the Company through common management control for use of certain office space.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Litigation

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

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

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

Operating Leases

The Company has lease agreements for certain personal and real property with initial lease terms of 12 months or less that are not recorded on the balance sheet. Our lease agreements do not include any significant renewal options. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Employment and Consulting Agreements

On January 31, 2024, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO Agreement”) with Platinum Equity Advisors, LLC (“Platinum”) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEO’s time, attention, skill and best efforts to the Company. At the discretion of the Board of Directors, the base fee may be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEO’s time commitment to the Company. Effective August 1, 2024, the board set the base fee at $240,000 annually. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. “Change in Control” is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards and other benefits as approved by the Board of Directors. On January 29, 2025, the agreement was updated, and the executive became entitled to a 5% override on any and all Company sales, including initial sales and subsequent recurring sales. No overrides will be considered earned by the Company until the amount is collected from the customer.

F-19

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

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

On January 1, 2025, we entered into a Non-Employee President & Chief Strategy Officer Engagement Agreement with All Things New Ventures, LLC to engage Dustin M. Hillis to provide the services of President & Chief Strategy Officer to the Company for a term of three (3) years. The Company shall pay Mr. Hillis an annual base fee of $100,000, to be paid in equal monthly payments. In addition to the base fee, Mr. Hillis will be paid a commission on certain new and recurring business sales. In the event Mr. Hillis’ employment with the Company is terminated without cause, Mr. Hillis shall be entitled to a severance payment equal to his currently in effect base salary plus overrides for one (1) full year. If Mr. Hillis is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Hillis shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary plus overrides he is then earning. In addition, Mr. Hillis is eligible for equity awards and other benefits as approved by the Board of Directors. Mr. Hillis became entitled to a 5% override on any and all Company sales, including initial sales and subsequent recurring sales. No overrides will be considered earned by the Company until the amount is collected from the customer.

Effective as of October 1, 2024, Timothy R. Brady was appointed by the Board of Directors (the “Board”) of Healthcare Integrated Technologies Inc. (the “Company”) to the position of Chief Financial Officer. Mr. Brady initially served as our Chief Financial Officer on a fractional basis and commenced service as Chief Financial Officer on a full-time basis as of December 1, 2024. In connection with the commencement of his full-time service to the Company in December, the Company entered into a Non-Employee Chief Financial Officer Engagement Agreement dated December 1, 2024. Pursuant to the agreement, Mr. Brady is entitled to an initial monthly base salary of $10,000 and received 2,000,000 shares of the Company’s common stock. The Board or its compensation committee may grant Mr. Brady other long-term incentive awards in the form of equity awards, cash incentives or otherwise, from time to time and in the discretion of the Board or its committee. Mr. Brady is also entitled to a 2% override on any and all Company sales, including initial sales and subsequent recurring sales. No overrides will be considered earned by the Company until the amount is collected from the customer. The Company has agreed to pay Mr. Brady an annual bonus subject to achievement by the Company of Board-established corporate goals and to recognized other achievements by the Company or Mr. Brady during the year. Mr. Brady is entitled to participate in any employee benefit plans, programs and arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company (including, without limitation, group medical insurance plans, life insurance plans, and 401(k) plans), subject to and on a consistent basis with the terms, conditions and overall administration of such plans, programs and arrangements.

NOTE 11 - SUBSEQUENT EVENTS

● On March 6, 2025, we received our first order and deposit from Brentwood Academy in Nashville, Tennessee, for our SafeSchool™ product and service with an expected install date of August 2025. On March 11, 2025, we appointed Ken Greenwood, as our Chief Product Architect. Mr. Greenwood was previously our Chief Technology Officer (CTO). Mr. Greenwood’s responsibilities as Chief Product Architect will be to act as our strategic leader, responsible for defining and driving the overarching vision, strategy, architecture and technical direction of the Company’s products from ideation to delivery, aligning product innovation with business objectives, market trends, and customer needs, ensuring the delivery of scalable, robust, and forward-thinking solutions. Mr. Greenwood’s change in title and responsibilities was due to the growth of the Company and the resulting need to realign Mr. Greenwood’s role.

F-20

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

~~THE~~On ~~FOLLOWING~~January ~~DISCUSSION~~1, OF2025, ~~OUR~~we ~~PLAN~~entered OFinto ~~OPERATION~~a ~~AND~~Non-Employee ~~RESULTS~~President OF& ~~OPERATIONS~~Chief ~~SHOULD~~Strategy BEOfficer ~~READ~~Engagement INAgreement ~~CONJUNCTION~~with ~~WITH~~All ~~THE~~Things ~~FINANCIAL~~New ~~STATEMENTS AND~~Ventures, ~~RELATED~~LLC ~~NOTES~~to TOengage ~~THE~~Dustin ~~FINANCIAL~~M. ~~STATEMENTS~~Hillis ~~INCLUDED~~to ~~ELSEWHERE~~provide INthe ~~THIS~~services ~~REPORT~~of President & Chief Strategy Officer to the Company for a term of Three (3) years. ~~THIS~~The ~~DISCUSSION~~Company ~~CONTAINS~~shall ~~FORWARD-LOOKING~~pay ~~STATEMENTS~~Mr. ~~THAT~~Hillis an annual base fee of $100,000, to be paid in equal monthly payments. In addition to the base ~~RELATE~~fee, TOMr. ~~FUTURE~~Hillis ~~EVENTS~~will ORbe ~~OUR~~paid ~~FUTURE~~a ~~FINANCIAL~~commission ~~PERFORMANCE~~on certain new and recurring business sales. ~~THESE~~In ~~STATEMENTS~~the ~~INVOLVE~~event ~~KNOWN~~Mr. ~~AND~~Hillis’ ~~UNKNOWN~~employment ~~RISKS~~with the Company is terminated without cause, ~~UNCERTAINTIES~~Mr. ~~AND~~Hillis ~~OTHER~~shall be entitled to a severance payment equal to his currently in effect base salary ~~FACTORS~~plus ~~THAT~~overrides ~~MAY~~for ~~CAUSE~~one ~~OUR~~(1) ~~ACTUAL~~full ~~RESULTS,~~year. ~~LEVELS~~If OFMr. ~~ACTIVITY,~~Hillis ~~PERFORMANCE~~is ORterminated ~~ACHIEVEMENTS~~without TOcause BEwithin ~~MATERIALLY~~two ~~DIFFERENT~~(2) ~~FROM~~years ~~ANY~~of ~~FUTURE~~a change in control upon request ~~RESULTS~~of the acquiror, ~~LEVELS~~Mr. OFHillis ~~ACTIVITY,~~shall ~~PERFORMANCE~~be ORentitled ~~ACHIEVEMENTS~~to ~~EXPRESSED~~a ORseverance ~~IMPLIED~~payment BYin ~~THESE~~an ~~FORWARD-LOOKING~~amount ~~STATEMENTS~~equal to 2.99 ~~THESE~~times ~~RISKS~~the ~~AND~~annualized ~~OTHER~~base salary plus ~~FACTORS~~overrides ~~INCLUDE~~he is then earning. In addition, ~~AMONG~~Mr. ~~OTHERS~~Hillis is eligible for equity awards and other benefits as approved by the Board of Directors. Mr. Hillis became entitled to a 5% override on any and all Company sales, ~~THOSE~~including ~~LISTED~~initial ~~UNDER~~sales ~~“FORWARD-LOOKING~~and ~~STATEMENTS”~~subsequent ~~AND~~recurring ~~“RISK~~sales. ~~FACTORS”~~No overrides ~~AND~~will ~~THOSE~~be ~~INCLUDED~~considered earned by the Company until the amount is collected from the customer. A First Amendment was signed effective ~~ELSEWHERE~~April IN1, ~~THIS~~2025, ~~REPORT~~and the annual base fee was increased to $150,000 paid in equal monthly payments.

On April 10, 2025, we appointed Mr. Anand Ijju, as our Chief Technology Officer (CTO). Mr. Ijju’s employment with the Company will begin on May 1, 2025. Mr. Ijju entered into a three-year agreement with the Company. As compensation, the Company agreed to pay Mr. Ijju an annual salary of $150,000 and Mr. Ijju is entitled to discretionary bonuses as may be awarded from time to time by the Company’s Board of Directors. As additional compensation the Company granted Mr. Ijju a stock grant of 500,000 shares of the Company’s common stock. The stock grant shall be non-qualified and shall become vested annually over three years beginning on May 1, 2026. Mr. Ijju is entitled to participate in any employee benefit plans, programs and arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company (including, without limitation, group medical insurance plans, life insurance plans, and 401(k) plans), subject to and on a consistent basis with the terms, conditions and overall administration of such plans, programs and arrangements.

On April 17, 2025, we appointed Mr. Theo Davies, as our Chief Revenue Officer (CRO), effective immediately. Mr. Davies was previously our Chief Commercial Officer. As compensation, the Company agreed to pay Mr. Davies an annual salary of $150,000 and Mr. Davies is entitled to discretionary bonuses as may be awarded from time to time by the Company’s Board of Directors. As additional compensation the Company granted Mr. Davies a stock grant of 500,000 shares of the Company’s common stock, which vested immediately. Mr. Davies will also receive an annual health insurance benefit allowance of $1,800. In addition, Mr. Davies shall be paid a 2.0% commission on the gross amount of any and all Company domestic revenue and 5.0% commission on the gross amount of any and all Company international revenue, the 5% commission will be reduced to 2%, when Mr. Davies finds his replacement.

F-21

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

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING OUR ABILITY TO COMMERCIALIZE NEW PRODUCTS, HIRE AND RETAIN KEY PERSONNEL, AND SECURE SUFFICIENT FUNDING TO EXECUTE OUR GROWTH PLAN. IF OUR ASSUMPTIONS REGARDING PLANNED EXPENDITURES OR REVENUE GENERATION PROVE INACCURATE, WE MAY NEED TO ADJUST OUR STRATEGIC TIMELINE OR RESOURCE ALLOCATION,WHILE WE BELIEVE THESE PATENTS PROVIDE MEANINGFUL PROTECTION FOR CERTAIN ASPECTS OF OUR TECHNOLOGY, THERE IS NO GUARANTEE THAT THEY WILL PREVENT ALL COMPETITORS FROM DEVELOPING SIMILAR PRODUCTS, FAILURE TO COMPLY WITH THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (“FERPA”) COULD LIMIT OR DELAY OUR ABILITY TO DEPLOY SAFESCHOOL™ IN CERTAIN JURISDICTIONS, IMPACT CUSTOMER ADOPTION, OR EXPOSE THE COMPANY TO REGULATORY RISK AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

Overview

~~Healthcare~~Effective April ~~Integrated~~24, ~~Technologies~~2025, ~~Inc.~~we iscompleted ~~focused~~a onstrategic ~~ambient~~rebranding ~~AI technology solutions~~initiative, ~~dedicated~~changing toour ~~enhancing~~corporate ~~safety~~name ~~and~~from ~~security~~Healthcare ~~across~~Integrated ~~various sectors~~Technologies, Inc. ~~including~~to ~~healthcare,~~SafeSpace ~~education,~~Global ~~transportation~~Corporation, ~~manufacturing,~~ ~~incarceration,~~in ~~and~~addition ~~commercial~~to ~~industries.~~changing ~~The~~our ~~company’s~~stock ~~mission~~ticker isfrom HITC to ~~help~~SSGC. ~~save~~Both ~~lives~~name ~~worldwide~~and bystock ~~developing~~symbol ~~advanced~~change were AIapproved ~~technologies~~by ~~designed~~FINRA toon ~~enhance~~April ~~situational~~23, ~~awareness~~2025. ~~and~~This ~~mitigate~~name ~~risks~~change inreflects ~~critical~~our ~~environments.~~expanded Wemission ~~are~~to ~~currently~~deliver ~~marketing~~life-saving ~~five products~~ambient, ~~and~~multimodal AI technology solutions, ~~including~~across ~~our~~a ~~initial~~wide ~~product,~~range ~~SafeSpace®~~of ~~Fall~~environments ~~Monitoring~~beyond healthcare, ~~which~~including ~~utilizes~~schools, ~~advanced~~transit AIsystems, ~~monitoring~~correctional ~~tools~~facilities, toand commercial ~~enhance~~infrastructure. ~~resident~~With ~~safety~~operations inspanning ~~senior~~the ~~living~~United States, ~~reduce~~Europe, Singapore, and India, the ~~risk~~rebranding ofsupports ~~injuries,~~SafeSpace’s ~~and~~evolution into ~~improve~~a ~~overall~~technology-driven ~~care~~global ~~efficiency.~~enterprise ~~Additionally~~dedicated to protecting lives wherever people live, welearn, ~~have~~travel, ~~expanded our~~or ~~services~~work. ~~and~~We ~~offerings~~believe ~~beyond~~that this ~~senior~~transformation ~~living~~strengthens ~~facilities,~~our ~~into~~market ~~schools~~positioning and ~~transportation~~aligns ~~where~~our ~~we’ve~~corporate ~~recently~~identity ~~launched~~with ~~five~~our ~~more innovative~~broadened ~~solutions:~~strategic vision.

●We are ~~SafeFace™~~currently ~~Access~~marketing ~~Control~~the -following Anproducts ~~advanced solution that leverages facial recognition to automatically~~ and ~~instantly~~solutions, ~~unlock~~including ~~doors~~our ~~for~~initial ~~registered~~product, ~~staff~~SafeSpace® ~~and~~Fall ~~visitors~~Monitoring, ~~integrating~~which ~~seamlessly~~utilizes advanced ~~with~~AI ~~your~~monitoring ~~existing~~tools ~~maglock~~to ~~system~~enhance ~~for~~resident asafety ~~completely~~in ~~keyless~~senior ~~and~~living, noreduce ~~badge entry. ● SafeFace™ Time Compliance - Independently verifies~~ the ~~accuracy~~risk of ~~your employee time records~~injuries, ~~reducing overbilling~~ and ~~payroll~~improve ~~costs~~overall ~~while~~care ~~improving productivity and ensuring PPD compliance~~efficiency. ~~Using facial recognition technology and video cameras at the entrance~~ Additionally, ~~each~~we ~~employee’s~~have ~~clock-in~~expanded ~~and~~our ~~out~~services ~~times are automatically captured for integration with your payroll~~ and ~~invoicing~~offerings ~~workflows.~~beyond ●senior ~~SafeGuard™~~living Wander Protection - Strategically-placed facial recognition cameras that trigger alerts when an at-risk resident is seen outside your secured unit, reducing immediate jeopardy situations and litigation. ● SafeTrace™ Rapid Investigations – An innovative investigation solution—simply select a face to instantly retrieve video clips of that individual across your facilities, ~~anytime.~~into ~~Local~~schools ~~data storage ensures security~~ and ~~cost~~transportation ~~efficiency,~~where saving countless hours in investigations. ● SafeSchool™ - Solving one of the biggest problems in the USA. SafeSchool multimodel ambient AI solution helps protect your children while at school and provide guardianwe’sve recently ~~peace~~launched ofthese ~~mind.~~innovative The SafeSchool product offers proactive protection that cameras on their own cannot provide. Our software proactively alerts when weapons are detected or persons of concern (i.e. predators or non-custodial parents) are sited, offering immediate situational awareness to deter a tragedy.solutions:

	●	SafeFace™ Access Control - An advanced solution that leverages facial recognition to automatically and instantly unlock doors for registered staff and visitors, integrating seamlessly with your existing maglock system for a completely keyless and no badge entry.
	●	SafeFace™ Time Compliance – A platform that monitors staff movements, rounds, and care tasks in real time, delivering actionable insights to leadership. These insights enable more informed decision-making and help streamline daily operations.
	●	SafeGuard™ Wander Protection - Strategically-placed facial recognition cameras that trigger alerts when an at-risk resident is seen outside your secured unit, reducing immediate jeopardy situations and litigation.
	●	SafeTrace™ Rapid Investigations – An innovative investigation solution—simply select a face to instantly retrieve video clips of that individual across your facilities, anytime. Local data storage ensures security and cost efficiency, saving countless hours in investigations.
	●	SafeSchool™ - Designed to address growing concerns around school safety by proactively detecting weapons and identifying persons of concern through real-time AI-based monitoring. The SafeSchool™ multimodal ambient AI solution is designed to help protect students during school hours while offering peace of mind to guardians. The SafeSchool™ product offers proactive protection that cameras on their own cannot provide. Our software proactively alerts when weapons are detected or persons of concern (i.e. predators or non-custodial parents) are sighted, offering immediate situational awareness to deter a tragedy. We are actively working with external advisors, school administrators, and legal counsel to ensure that SafeSchool™ is deployed in a FERPA-compliant manner. We view FERPA compliance as a priority and are committed to aligning the SafeSchool™ offering with applicable privacy laws.

To support the delivery and commercialization of these solutions, management has appointed a new Chief Technology Officer (CTO) and engaged a specialized team of consultants. These strategic investments are intended to accelerate product development, improve time-to-market, and create long-term shareholder value by establishing sustainable revenue streams.

Intellectual Property

We have been granted two U.S. patents that further reinforce our proprietary technology portfolio:

●

US Patent No. 11,587,423, titled Fall Validation with Privacy-Aware Monitoring, is an advanced system for detecting, confirming, and mitigating falls while prioritizing user privacy. Leveraging AI, audio, and selective image capture, it delivers reliable fall detection without invasive surveillance.

●

US Patent No. 11,886,950, titled System and Method for Assessing and Verifying the Validity of a Transaction is a transaction validation system that uses AI and multi-sensor data to ensure compliance across healthcare, logistics, and industrial operations. It redefines accountability and safety by proactively identifying anomalies and verifying processes.

We believe these patents enhance our competitive position in the AI-based monitoring sector and reflect our commitment to protecting both privacy and lives.

Strategy

~~HITC~~SafeSpace Global ~~emphasizes~~Corporation ~~world-class~~is ~~executive~~executing ~~experience,~~a ~~operational~~focused ~~leaders~~growth ~~and~~strategy ~~business~~led ~~development~~by ~~team~~a ~~members~~world-class ~~who~~team ~~know how~~of toexecutives ~~achieve~~with ~~significant~~deep ~~results~~experience in anscaling ~~expedited fashion~~innovative companies. ~~This~~Our leadership team ~~has~~combines proven operational expertise with a ~~systematic~~mission-driven ~~growth~~commitment ~~focus~~to ~~maximizing~~safety ~~our~~and ~~patented~~impact. ~~ambient~~Our AIprimary ~~innovative~~objective ~~technology~~is to ~~help~~expand ~~save~~the ~~lives.~~adoption Weof ~~have~~our ~~added~~life-saving ~~new~~ambient, multimodal AI technology ~~team~~across ~~members~~both ~~who~~existing ~~are~~and ITemerging ~~executives,~~verticals. These ~~architects~~include ~~and~~senior ~~engineers~~living, ~~who are~~education, ~~leveraging~~transportation, AIand tocorrections—with ~~maximize~~future ~~global~~expansion ~~market~~planned ~~penetration.~~into ~~The~~commercial ~~primary~~infrastructure and ~~objective~~high-risk isinstitutional tosettings. ~~capture~~To ~~substantial~~support ~~market~~this ~~share~~growth, inwe ~~existing~~have ~~and emerging~~strengthened ~~verticals,~~our ~~including~~development team with senior ~~living,~~IT ~~schools~~architects, ~~transportation~~AI specialists, ~~with~~and ~~plans~~systems toengineers ~~expand~~who ~~into~~are ~~commercial~~accelerating ~~buildings~~product innovation and ~~prisons,~~market ~~and beyond~~deployment on a global scale. A key ~~new~~pillar ~~strength~~of ~~lies~~this strategy inis ~~HITC’s~~our dedicated ~~professional~~sales ~~salesforce~~force, ~~passionate~~which ~~about~~brings ~~saving~~both ~~lives~~deep domain knowledge and ~~harnessing~~a ~~the~~shared ~~power of~~commitment to leveraging ambient AI ~~technology~~ to ~~help~~ save lives. This integrated team is actively driving customer engagement, market penetration, and adoption of our multimodal safety solutions across diverse environments.

Financial and Operating Results

As of the date of this filing, the Company has approximately $98,000,000 in cash and cash equivalents from recent private placements. Management believes this adequately supports the Company’s five-year strategic plan enabling strategic initiatives, such as acquisitions, investments in advanced AI technology, and the expansion of its technology development team. ~~HITC~~SafeSpace Global Corporation remains committed to driving innovation in healthcare technology, with a focus on solutions that enhance safety, efficiency, and patient outcomes across various care settings.

4Highlighted achievements for the nine months ending April 30, 2025 include:

~~Highlighted achievements~~● ~~for~~On August 23, 2024, we appointed Micheal “Coach” Burt to our Board of Directors. ● On October 1, 2024, we appointed Timothy R. Brady as Fractional Chief Financial Officer and on December 1, 2024, appointed him to full-time Chief Financial Officer. ● On November 5, 2024, we announced the ~~six~~appointment ~~months~~of ~~ending~~Caleb ~~January~~Dixon 31as Chief Customer Officer to focus on enhancing customer engagement and satisfaction. Mr. Dixon’s title was recently changed to Director of Customer Success. ● On December 9, 2024, we announced the appointment of Theo Davies as Vice President of Sales Enablement & International Expansion and on April 17, 2025, ~~include:~~we announced that Theo Davies was appointed as our new Chief Revenue Officer (CRO). ● On December 18, 2024, we announced the engagement of Katie Piperata as a Senior Living Consultant for the Company’s Healthcare division. ● On December 30, 2024, we announced the promotion of Dustin Hillis to President and Chief Strategy Officer.

● On August 23, 2024, we appointed Micheal “Coach” Burt to our Board of Directors. ● On October 1, 2024, we appointed Timothy R. Brady as Fractional Chief Financial Officer and on December 1, 2024, appointed him to full-time Chief Financial Officer. ● On November 5, 2024, we announced the appointment of Caleb Dixon as Chief Customer Officer to focus on enhancing customer engagement and satisfaction. ● On December 9, 2024, we announced the appointment of Theo Davies as Vice President of Sales Enablement & International Expansion ● On December 18, 2024, we announced the engagement of Katie Piperata as a Senior Living Consultant for the Company’s Healthcare division. ● On December 30, 2024, we announced the promotion of Dustin Hillis to President and Chief Strategy Officer. ● On January 7, 2025, we announced that Justin Freishtat joined in a capital advisory role with Investor Relations. ● We received $6,998,900 in net proceeds from the sale of our common stock at an average price of $0.114 per share during the six months ending January 31, 2025.

	●	On January 7, 2025, we announced that Justin Freishtat joined in a capital advisory role with Investor Relations.

	●	On March 14, 2025, we appointed Anthony Chapman to our Board of Directors.

	●	On April 10, 2025, we announced that Anand Ijju joined as our Chief Technology Officer (CTO).
	●	On April 15, 2025, we announced that Sasidhar Valluru was appointed as our Director of Global Product Delivery.
	●	On April 15, 2025, we appointed FKP Advisors LLC, as a non-independent member, to the Board of Directors. FKP Advisors LLC board seat will be on a rotational basis with Larry Kloess III serving in the first year, followed by Jim Fitzgerald in the second year, and Ben Pope in the third year.
	●	We received $10,172,074 in net proceeds from the sale of our common stock at an average price of $0.116 per share during the nine months ending April 30, 2025.

Results of Operations

Three Months Ending ~~January~~April 3130, 2025 Compared to the Three Months Ending ~~January~~April 3130, 2024

Revenues

Our business did not produce revenue during the three-month period ending ~~January~~April 3130, 2025. We recognized $2160,~~769~~283 of revenue ~~for~~from ~~professional~~ fees from our contract for the three-month period ending ~~January~~April 3130, 2024.

Operating Expenses

The table below presents a comparison of our operating expenses for the three months ending ~~January~~April 3130, 2025 and 2024:

	For the Three Months Ending January 31,
	For the Three Months Ending April 30,
	2025		2024		$ Variance		%Variance
Officers’ salaries	$	140,687	$	86,860	$	53,827		62	%
Officers’ compensation	$	148,164	$	86,861	$	61,303		71	%
Contract labor		30,942		-		30,942		-
Salaries and wages		47,335		-		47,335		-
Professional fees		48,291		11,891		36,400		306	%
Bonuses and incentives		122,645		-		122,645		-
Software development		38,885		4,381		34,504		788	%
Contract labor		95,892		-		95,892		-
Travel and entertainment		60,388		212		60,176		28,385	%
Professional fees		190,975		15,405		175,570		1,140	%
Advertising and marketing		72,572		-		72,572		-
Insurance		14,997		-		14,997		-
Rent expense		15,458		-		15,458		-
Software development		76,200		7,006		69,194		988	%
Office expense		46,002		793		45,209		5,701	%
Sales technology support		50,710		-		50,710		-
Other		17,002		-		17,002		-
Travel and entertainment		65,607		13,499		52,108		386	%
Total selling, general & administrative		470,227		104,137		366,090		352	%
Advertising and marketing		73,783		3,196		70,587		2,209	%
Stock-based compensation		624,365		3,893		620,472		15,938	%
Rent expense		20,749		-		20,749		-
Amortization		123,597		55,697		67,900		122	%
Office expense		21,560		-		21,560		-
Impairment of intangibles		30,547		-		30,547		-
Other		10,609		2,115		8,494		402	%
Total Operating Expenses	$	1,248,736	$	163,727	$	1,085,009		663	%
Total selling, general & administrative		939,226		128,082		811,144		633	%
Stock-based compensation		363,555		78,361		285,194		364	%
Amortization		122,002		55,697		66,305		119	%
Total Operating Expenses	$	1,424,783	$	262,140	$	1,162,643		444	%

Officers’ Salaries - Officers’ salaries increased $53,827, or 62%, over the prior period primarily due to the addition of the President & Chief Strategy Officer and increased pay for the Chief Financial Officer and Chief Executive Officer compared to the previous period, the Company’s officers accepted voluntary pay reductions in the prior comparable period.

Contract labor – Contract labor increased $30,942 over the prior period and is attributable to the addition of new finance and accounting personnel.

Professional Fees - Professional fees increased $36,400, or 306% over the same period in the prior year primarily due to increased accounting and legal fees and the addition of a grant writing consultant.

Software Development – Software development expenses increased $34,504, or 788% over the same period in the prior year due to an increase in the use of independent contractors for specific development projects.

Travel and entertainment – Travel and entertainment expense increased $60,176 over the same period in the prior year. The increase is primarily due to increased business travel by the senior management team.

Advertising and Marketing - Advertising and marketing costs increased $72,572 over the same period in the prior year due to no advertising and marketing expenses during the three months ending January 31, 2025.

Office expense - Office expense increased $45,209 primarily due to increases in office activities over the same period in the prior year.

Rent expense – Rent expense increased $15,458 over the same period in the prior year due to no rent expense in the prior year.

Other - Other expenses increased $17,002 over the same period in the prior year due to no advertising and marketing expenses during the three months ending January 31, 2024.

Stock-based Compensation - Stock-based compensation expense increased $620,472 from the same period in the prior year. The increase results from the amortization of the grant date fair value of new restricted stock awards.

Amortization - Amortization expense increased $67,900, or 122% over the same period in the prior year due to a reduction in the estimated useful life from three years to two years of software development costs.

Impairment of intangibles – Impairment of intangibles increased $30,547 over the same period in the prior year. The impairment expense relates to the abandonment of certain patent applications and the establishment of an impairment reserve on active patent applications.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the three months ending January 31, 2025 and 2024:

	For the Three Months Ending January 31,
	2025		2024		$ Variance		%Variance
Interest expense	$	17,700	$	13,205	$	4,495		34	%
Total	$	17,700	$	13,205	$	4,495		34	%

Interest Expense - Interest expense increased $4,495, or 34%, over the same period in the prior year due to an increase in the average outstanding debt balance during the same period in the prior year.

~~Six~~Officers’ ~~Months~~Compensation ~~Ending~~- ~~January~~Officers’ 31compensation increased $61,303, ~~2025~~or ~~Compared~~71%, over the prior period primarily due to the ~~Six~~addition ~~Months~~of ~~Ending~~the President ~~January~~& 31Chief Strategy Officer, ~~2024~~increased pay for the Chief Financial Officer and Chief Executive Officer compared to the previous period and the addition of our Chief Revenue Officer. Additionally, the Company’s officers accepted voluntary pay reductions in the prior comparable period.

Salaries and wages – Salaries and wages increased $47,335 over the prior period and is attributable to the addition of new finance, accounting and administrative personnel.

Bonuses and incentives – Bonuses and incentives increased $122,645 over the prior period and is attributable to bonuses and incentive payments for the addition of new officers and personal.

Contract labor – Contract labor increased $95,892 over the prior period and is attributable to the addition of new finance, accounting and administrative personnel.

Professional Fees - Professional fees increased $175,570, or 1,140% over the same period in the prior year primarily due to increased legal and accounting fees and the addition of a grant writing consultant.

Insurance – Insurance expense increased $14,997 over the prior period and is attributable to no insurance expenses during the three months ending April 30, 2024.

Software Development – Software development expenses increased $69,194, or 988% over the same period in the prior year due to an increase in the use of independent contractors and consultants for specific development projects.

Sales technology support– Sales technology support expense increased $50,710 over the prior period and is attributable to no sales support expenses during the three months ending April 30, 2024.

Travel and entertainment – Travel and entertainment expense increased $52,108 over the same period in the prior year. The increase is primarily due to increased business travel by the senior management team.

Advertising and Marketing - Advertising and marketing costs increased $70,587, or 2,209% over the same period in the prior year due to increased promotional activities.

Rent expense – Rent expense increased $20,749 over the same period in the prior year due to no rent expense in the prior year.

Office expense - Office expense increased $21,560 primarily due to increases in office expense activity over the same period in the prior year.

Other - Other expenses increased $8,494 over the same period in the prior year primarily due to limited activity during the three months ending April 30, 2024.

Stock-based Compensation - Stock-based compensation expense increased $285,194 from the same period in the prior year. The increase results from the amortization of the grant date fair value of new restricted stock awards.

Amortization - Amortization expenses increased $66,305, or 119% over the same period in the prior year, primarily due to a reduction in the estimated useful life from three years to two years of software development costs.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the three months ending April 30, 2025 and 2024:

	For the Three Months Ending April 30,
	2025			2024			$ Variance		%Variance

Gain (loss) on extinguishment of debt	$	113,645		$	-		$	113,645		-
Interest expense		(6,872	)		(13,361	)		6,489		(49	)%
Interest income		7,367			-			7,367		-
Total	$	114,140		$	(13,361	)	$	127,501		(954	)%

Gain (loss) on extinguishment of debt - Gain (loss) on extinguishment of debt increased $113,645 over the same period in the prior year due to holders exchanging 5% Convertible Promissory Notes plus accrued interest through the conversion date at a conversion price of $0.50 per share, the settlement of the Note Payable to Acorn Management Partners offset by a loss for the unamortized issuance costs from Platinum Note 4.

Interest expense - Interest expense decreased $6,489, or 49%, over the same period in the prior year due to aa decrease in the average outstanding debt balance during the same period in the prior year.

Interest income - Interest income increased $7,367 over the same period in the prior year due to no interest income in the prior year.

Nine Months Ending April 30, 2025 Compared to the Nine Months Ending April 30, 2024

Revenues

Our business did not produce revenue during the ~~six~~nine-month period ending ~~January~~April 3130, 2025. We recognized $2182,~~769~~052 of revenue for ~~professional~~ fees from our contract for the ~~six~~nine-month period ending ~~January~~April 3130, 2024.

Operating Expenses

The table below presents a comparison of our operating expenses for the ~~six~~nine months ending ~~January~~April 3130, 2025 and 2024:

	For the Six Months Ending January 31,
	For the Nine Months Ending April 30,
	2025		2024		$ Variance		%Variance
Officers’ salaries	$	277,918	$	173,721	$	104,197		60	%
Officers’ compensation	$	426,082	$	260,582	$	165,500		64	%
Contract labor		66,953		-		66,953		-
Salaries and wages		47,335		-		47,335		-
Professional fees		120,713		54,500		66,213		121	%
Bonuses and incentives		122,645		-		122,645		-
Software development		72,591		8,281		64,310		777	%
Contract labor		162,845		-		162,845		-
Travel and entertainment		85,143		1,052		84,091		7,993	%
Professional fees		311,688		69,905		241,783		346	%
Advertising and marketing		90,257		2,668		87,589		3,283	%
Insurance		14,997		-		14,997		-
Rent expense		25,577		-		25,577		-
Software development		148,791		15,287		133,504		873	%
Office expense		57,620		1,912		55,708		2,914	%
Sales technology support		50,710		-		50,710		-
Other		17,242		20		17,222		86,110	%
Travel and entertainment		150,750		14,551		136,199		936	%
Total selling, general & administrative		814,014		242,154		571,860		236	%
Advertising and marketing		164,040		5,864		158,176		2,697	%
Stock-based compensation		880,747		25,835		854,912		3,309	%
Rent expense		46,326		-		46,326		-
Amortization		177,951		111,394		66,557		60	%
Office expense		79,180		-		79,180		-
Other		27,851		4,047		23,804		588	%
Total selling, general & administrative		1,753,240		370,236		1,383,004		374	%
Stock-based compensation		1,244,302		104,196		1,140,106		1,094	%
Amortization		299,953		167,091		132,862		80	%
Impairment of intangibles		46,225		-		46,225		-
Total Operating Expenses	$	13,~~918~~343,~~937~~720	$	~~379~~641,~~383~~523	$	12,~~539~~702,~~554~~197		~~406~~421	%

Officers’ ~~Salaries~~compensation - Officers’ ~~salaries~~compensation increased $~~104~~165,~~197,~~500 ~~or 60%,~~ over the prior period primarily due to the addition of the President & Chief Strategy Officer, ~~and~~ increased pay for the Chief Financial Officer and Chief Executive Officer compared to the previous period, and the addition of our Chief Revenue Officer. Additionally, the Company’s officers accepted voluntary pay reductions in the prior comparable period.

~~Contract labor – Contract labor increased $66,953 over the prior period and is attributable to the addition of new finance and accounting personnel.~~8

~~Professional~~Salaries ~~Fees~~and -wages ~~Professional~~– ~~fees~~Salaries and wages increased $6647,~~213,~~335 ~~or 121%.~~ over the ~~same~~prior period inand ~~the~~is ~~prior~~attributable ~~year primarily due~~ to ~~increased accounting and legal fees and~~ the addition of anew ~~grant~~finance, accounting ~~writing~~and ~~consultant~~administrative personnel.

~~Software~~Bonuses ~~Development~~and incentives – ~~Software~~Bonuses ~~development~~and ~~expenses~~incentives increased $64122,~~310,~~645 ~~or 777%~~ over the ~~same~~prior period inand ~~the~~is ~~prior~~attributable ~~year due~~ to anbonuses ~~increase~~and incentive inpayments for the ~~use~~addition of ~~independent~~new ~~contractors~~officers ~~for~~and ~~specific development projects~~personal.

~~Travel~~Contract ~~and~~labor ~~entertainment~~ – ~~Travel~~Contract ~~and~~labor ~~entertainment expense~~ increased $84162,~~091~~845 over the ~~same~~prior period inand ~~the prior year. The increase~~ is ~~primarily~~attributable ~~due~~ to ~~increased~~the ~~business~~addition ~~travel~~of bynew ~~the~~finance, ~~senior~~accounting and ~~management~~administrative ~~team~~personnel.

~~Advertising~~Professional ~~and~~Fees ~~Marketing~~ - ~~Advertising~~Professional ~~and~~fees ~~marketing costs~~ increased $87241,~~589~~783, or 346% over the same period in the prior year primarily due to ~~minimal~~increased ~~expenses~~legal and ~~during~~accounting fees and the ~~six~~addition ~~months~~of ~~ending~~a ~~January~~grant ~~31,~~writing ~~2025~~consultant.

~~Rent~~Insurance ~~expense~~ – ~~Rent~~Insurance expense increased $2514,~~577~~997 over the ~~same~~prior period inand ~~the~~is ~~prior~~attributable ~~year due~~ to no ~~rent~~insurance ~~expense~~expenses induring the ~~prior~~three ~~year~~months ending April 30, 2024.

~~Office~~Software ~~expense~~Development -– ~~Office~~Software ~~expense~~development expenses increased $55133,~~708~~504, ~~primarily~~or ~~due~~873% ~~to increases in office activities~~ over the same period in the prior year due to an increase in the use of independent contractors and consultants for specific development projects.

~~Other~~Sales -technology ~~Other~~support ~~expenses~~– Sales technology support expense increased $1750,~~222~~710 over the ~~same~~prior period inand ~~the~~is ~~prior~~attributable ~~year due~~ to ~~minimal~~no ~~activity~~sales support expenses during the ~~prior~~nine ~~year~~months ending April 30, 2024.

7Travel and entertainment – Travel and entertainment expense increased $136,199 over the same period in the prior year. The increase is primarily due to increased business travel by the senior management team.

~~Stock-based~~Advertising ~~Compensation~~and -Marketing ~~Stock~~-~~based~~ ~~compensation~~Advertising ~~expense~~and marketing costs increased $~~854~~158,~~912~~176 ~~from~~over the same period in the prior year. ~~The~~due ~~increase~~to ~~results~~increased ~~from~~promotional ~~the amortization of the grant date fair value of new restricted stock awards~~activities.

~~Amortization~~Rent -expense ~~Amortization~~– Rent expense increased $6646,~~557,~~326 ~~or 60%~~ over the same period in the prior year due to ano ~~reduction~~rent expense in the ~~estimated~~prior ~~useful life from three years to two years of software development costs~~year.

Office expense - Office expense increased $79,180 primarily due to increases in office expense activity over the same period in the prior year.

Other - Other expenses increased $23,804 over the same period in the prior year primarily due to limited activity during the nine months ending April 30, 2024.

Stock-based Compensation - Stock-based compensation expense increased $1,140,106 from the same period in the prior year. The increase results from the amortization of the grant date fair value of new restricted stock awards.

Amortization - Amortization expenses increased $132,862, or 80% over the same period in the prior year, primarily due to a reduction in the estimated useful life from three years to two years of software development costs.

Impairment of intangibles – Impairment of intangibles increased $46,225 over the same period in the prior year. The impairment expense relates to the abandonment of certain patent applications and the establishment of an impairment reserve on active patent applications.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the ~~six~~Nine months ended ~~January~~April 3130, 2025 and 2024:

	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
	2025			2024			$ Variance			%Variance
Interest expense	$	31,637		$	26,049		$	5,588			21	%
Gain (loss) on extinguishment of debt	$	113,645		$	-		$	113,645			-
Total	$	31,637		$	26,049		$	5,588			21	%
Interest expense		(38,509	)		(39,410	)		(901	)		(2	)%
Interest income		7,367			-			7,367			-
Total	$	82,503		$	(39,410	)	$	(121,913	)		(309	)%

Interest Expense - Interest expense increased $5,588, or 21%, over the same period in the prior year due to a decrease in the average outstanding debt balance during this same period in the prior period.9

Interest expense - Interest expense increased $901, or 2%, over the same period in the prior year due to aa decrease in the average outstanding debt balance during the same period in the prior year.

Interest income - Interest income increased $7,367 over the same period in the prior year due to no interest income in the prior year.

Liquidity and Capital Resources

Working Capital

The following table summarizes our working capital for the interim period ended ~~January~~April 3130, 2025 and fiscal year ended July 31, 2024:

	January 31, 2025			July 31, 2024
	April 30, 2025			July 31, 2024
Current assets	$	68,~~995~~203,~~238~~253		$	222,584
Current liabilities		(~~849~~255,~~403~~792	)		(1,022,522	)
Working capital deficiency	$	6,145,835		$	(799,938	)
Working capital surplus (deficiency)	$	7,947,461		$	(799,938	)

Current assets for the interim period ending ~~January~~April 3130, 2025 increased $67,~~772~~980,~~654~~669 as compared to the fiscal year ended July 31, 2024. The increase is primarily due to the receipt of $610,~~998~~171,~~900~~074 in net proceeds from the sale of our common stock at an average price of $0.~~114~~116 per share during the ~~six~~nine months ending ~~January~~April 3130, 2025.

8Current liabilities for the interim period ending April 30, 2025 decreased $766,730 as compared to the fiscal year ended July 31, 2024. The decrease is primarily due to decreases in accounts payable and accrued expenses and a reduction in the Notes payable and Notes payable, related party.

Current liabilities for the interim period ending January 31, 2025 decreased $173,119 as compared to the fiscal year ended July 31, 2024. The decrease is primarily due to decreases in accounts payable and accrued expenses and a reduction in the Notes payable, related party.

Net Cash Used by Operating Activities

We currently do not have a revenue source and will continue to have negative cash flow from operations for the near future. The factors in determining operating cash flows are largely the same as those that affect net earnings, except for non-cash expenses such as depreciation and amortization, stock-based compensation, and impairment of intangibles, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was $~~873~~1,~~002~~754,005 for the ~~six~~nine months ended ~~January~~April 3130, 2025, as compared to net cash ~~provided~~used by operating activities of $~~187~~198,~~571~~352 for the ~~six~~nine months ended ~~January~~April 3130, 2024. The increase in cash used by operating activities is primarily attributable to an increase in operating costs and the payment of accounts payable and accrued expenses, ~~including~~ related party items.

Net Cash Used by Investing Activities

We did not incur net cash used in investing activities during the reporting period. However, management anticipates approximately $250,000 in capitalized software development costs during the remainder of the current fiscal year, and an additional $500,000 in the next fiscal year to support ongoing product innovation..

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $69,~~903~~709,~~656~~787 for the ~~six~~nine months ending ~~January~~April 3130, 2025, which represents a $69,~~775~~511,~~859~~816 increase over the same period in the prior year. The increase is primarily due to the receipt of $610,~~998~~172,~~900~~074 in net proceeds from the sale of ~~our~~ our common stock at an average price of $0.~~114~~116 per share during the ~~six~~nine months ending ~~January~~April 3130, 2025.

Critical Accounting Policies and Estimates

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

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

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our July 31, 2024 Annual Report.

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

Business Combinations

Risk and Uncertainties

Use of Estimates

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

Fair Value of Financial Instruments

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

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

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

Intangible Assets

Impairment of Long-Lived Assets

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

Derivative Liability

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

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

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

Revenue Recognition

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

Stock-Based Compensation

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

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

Capital Resources

We had no material commitments for capital expenditures as of ~~January~~April 3130, 2025.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of ~~January~~April 3130, 2025.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not hold any market risk sensitive instruments. We consider our interest rate risk exposure to be minimal as a result of fixing interest rates on 100% of our debt. At ~~January~~April 3130, 2025, there was no floating rate debt that would expose us to market fluctuations in interest rates.

Item 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

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

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

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

~~None~~On September 18, 2023, Apex Funding Source, LLC (the “Lender”) filed a lawsuit in the Supreme Court of the State of New York, County of New York, naming Grasshopper Staffing, Inc. and Indeliving Holdings, Inc., both of which are wholly owned subsidiaries of the Company, as defendants in the suit. The action against our wholly owned subsidiaries is due to an alleged guarantee of a loan the Lender made to BERI, an entity related to the Company through common management control. The lawsuit is an action for BERI’s breach of a loan agreement and failure to pay $4,705,900 in principal and interest to the Lender when due. The lawsuit also named Scott M. Boruff, the CEO and Chairman of the Company’s Board of Directors.

Item 1A. RISK FACTORS.

Not required for smaller reporting companies.

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

On ~~January~~May 613, 2025, we issued ~~909~~1,~~090~~000,000 shares of our unregistered common stock at a price of $0.11126 per share to an accredited investor ~~resulting~~and board member resulting in net proceeds to the Company of $~~100~~126,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On ~~January~~May 1527, 2025, we issued ~~793~~1,~~650~~000,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor and officer resulting in net proceeds to the Company of $~~100~~126,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On ~~January~~May 2428, 2025, we issued ~~793~~1,~~650~~000,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor and board member resulting in net proceeds to the Company of $~~226~~126,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On ~~January~~ ~~26,~~June ~~2025, we completed multiple private placements of~~ 4,~~799,566~~ ~~unregistered shares of our common stock at a price of $0.123 per share resulting in net proceeds to the Company of $590,200. We incurred no cost related to the private placements. On January 24,~~ 2025, we issued ~~793~~1,~~650~~000,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor and board member resulting in net proceeds to the Company of $~~226~~126,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On January 27, 2025, we issued 2,587,300 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $326,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On January 24, 2025, we issued 6,793,650 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $856,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On January 29, 2025, we issued 9,813,056 shares of our unregistered common stock at a price of $0.125 per share to an accredited investor resulting in net proceeds to the Company of $1,221,900. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On January 30, 2025, we issued 4,380,951 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $500,800. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On January 31, 2025, we issued 3,974,600 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $590,200. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 3, 2025, we issued 1,909,090 shares of our unregistered common stock at a price of $0.118 per share to an accredited investor resulting in net proceeds to the Company of $226,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 4, 2025, we issued 793,650 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 5, 2025, we issued 3,000,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $378,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 6, 2025, we issued 5,295,090 shares of our unregistered common stock at a price of $0.12 per share to an accredited investor resulting in net proceeds to the Company of $636,800. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 7, 2025, we issued 2,586,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $326,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 8, 2025, we issued 909,091 shares of our unregistered common stock at a price of $0.11 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act

On February 10, 2025, we issued 1,000,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 14, 2025, we issued 3,156,635 shares of our unregistered common stock at a price of $0.114 per share to an accredited investor resulting in net proceeds to the Company of $360,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 18, 2025, we issued 2,000,000 shares of our unregistered common stock at a price of $0.11 per share to an accredited investor resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 19, 2025, we issued 500,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $63,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 20, 2025, we issued 793,651 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 21, 2025, we issued 793,650 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 26, 2025, we issued 1,590,909 shares of our unregistered common stock at a price of $0.11 per share to an accredited investor resulting in net proceeds to the Company of $175,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On February 27, 2025, we issued 1,000,000 shares of our unregistered common stock at a price of $0.126 per share to an accredited investor resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

On March 4, 2025, we issued 1,136,364 shares of our unregistered common stock at a price of $0.11 per share to an accredited investor resulting in net proceeds to the Company of $125,000. We incurred no cost related to the private transaction. The net proceeds are expected to be used for working capital. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

OnNot ~~various dates during the month of March 2018 we issued a series of 5% Convertible Promissory Notes (collectively, the “5% Notes”) totaling $750,000 in face amount~~applicable. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually, and initially matured one-year from the date of issuance. As of March 17, 2024, 5% Notes with face amounts totaling $575,000 have been converted into common stock of the Company. 5% Notes with face amounts totaling $175,000 have matured and are currently in default for non-payment of principal and related accrued interest of $71,145 as of the filing date of this interim report.

On August 11, 2020 we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (“AMP”). As consideration for the share repurchase, we issued a $50,000 promissory note bearing interest a 6.0% per annum and due one-year from the date of issuance (the “AMP Note”). The AMP Note was subsequently amended to extend the maturity date to March 31, 2024. In the event of default, we are required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. The AMP Note is currently in default for non-payment of the principal amount of $50,000 and related accrued interest of $13,512 as of the filing date of this report.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

Exhibit No.		Description
10.1		~~Non-Employee~~FIRST ~~Chief~~AMENDMENT ~~Executive~~TO ~~Officer~~THE ~~Engagement~~NON-EMPLOYEE ~~Agreement~~CHIEF byFINANCIAL ~~and~~OFFICER ~~between~~ENGAGEMENT the Company and Platinum Equity Advisors, LLC dated January 31, 2024 *AGREEMENT
10.2		FIRST AMENDMENT TO THE NON-EMPLOYEE PRESIDENT & CHIEF STRATEGY OFFICER ENGAGEMENT AGREEMENT
31.1		Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed Herewithin

SIGNATURES

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

	Healthcare Integrated Technologies, Inc.
	SafeSpace Global Corporation
Date: March 14, 2025
Date: June 13, 2025
	By:	/s/ Scott M. Boruff
		Scott M. Boruff
		President, Chief Executive Officer
		(Principal Executive Officer)
	Healthcare Integrated Technologies, Inc.
	SafeSpace Global Corporation
Date: March 14, 2025
Date: June 13, 2025
	By:	/s/ Timothy R. Brady
		Timothy R. Brady
		Chief Financial Officer
		(Principal Financial Officer)

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