Given that our cash needs are strongly driven by our growth requirements, we also intend to maintain a reserve sum for other risk contingencies that may arise.

We intend to meet our cash requirements for the next 12 months through the use of the cash we have on hand and through business operations, future equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any other arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Note 3, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements included in this Form 10, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition. Management considers these policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s management has reviewed these critical accounting policies and related disclosures.

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

Use of Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents – For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term instruments with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments – The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Revenue Recognition: We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

We did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our consolidated statements of operations for the years ended July 31, 20212022 and 20202021 as a result of applying Topic 606.

The company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the company from its customers (sales and use taxes, value added taxes, some excise taxes).

Product Sales – Revenues from the sale of products are recognized when title to the products are transferred to the customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive reasonably assured payments for products sold and delivered.

Costs of Revenue – Costs of revenue includes raw materials, component parts, and shipping supplies. Shipping and handling costs is not a significant portion of the cost of revenue.

Goodwill and Intangible Assets – The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles – Goodwill and Other.” According to this statement, goodwill and intangible assets with indefinite lives are no longer subject to amortization, but rather an annual assessment of impairment by applying a fair-value based test. Fair value for goodwill is based on discounted cash flows, market multiples and/or appraised values as appropriate. Under ASC 350-10, the carrying value of assets are calculated at the lowest level for which there are identifiable cash flows.

Long-Lived Assets – In accordance with the Financial Accounting Standards Board (“FASB”) Accounts Standard Codification (ASC) ASC 360-10, “Property, Plant and Equipment,” the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Segment Reporting – Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Income Taxes – The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. 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 income in the period that includes the enactment date.

Stock-Based Compensation – The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

Earnings (Loss) Per Share – The Company reports earnings (loss) per share in accordance with FASB Codification Topic ASC 260-10 “Earnings Per Share.” Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect.

Emerging Growth Company

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality

We do not expect our sales to be impacted by seasonal demands for our products and services.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As the Company is a “smaller reporting company,” this item is inapplicable.

Item 8. Consolidated Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm

To the Board of Directors and StockholdersShareholders

THCTTHC Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of THC Therapeutics, Inc. (the Company), which comprise the balance sheet“Company”) as of July 31, 20202022 and July 31, 2021, and the related consolidated statements of Operations, Changes in Stockholder’s Equity,operations, statements of stockholders’ deficit, and Cash Flowscash flows for each of the two years then ended, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements. statements present fairly, in all material respects, the financial position of the Company as of July 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As showndiscussed in note 2 to the financial statements, the Company has incurred losses since inception of $38,036,909, net loss of $1,931,399$1,518,929 and $1,885,445 during the years ended July 31, 2020, and July 31, 2021, respectively, and accumulated lossesnet cash used in operations of $36,517,980. The Company’s current liabilities exceed its current assets by $1,785,681 and $2,555,848 as of July 31, 2020 and July 31, 2021, respectively.$418,917. These factors create an uncertainty as to the Company’s ability to continue as a going concern. The ability of the CompanyManagement’s plans in regard to continue as a going concern is dependent upon the success of raising additional capital through the issuance of common stock and the ability to generate sufficient operating revenue.these matters are also described in note 2. The financial statements do not include any adjustments that might be necessary shouldresult from the Company be unable to continue as a going concern.outcome of this uncertainty.

Emphasis of Matters-Risks and Uncertainties

The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.

 

/s/ Gries & Associates, LLC

We have served as the Company’s auditor since 2021.2022. Denver, CO November 23, 2022     Denver, ColoradoPCAOB# 6778 March 28, 2022   blaze@griesandassociates.com 501 S. Cherry Street, Suite 1100, Denver, Colorado 80246   (O)720-464-2875 (M)773-255-5631 (F)720-222-5846     24 Table of Contents   Item 8. Consolidated Financial Statements and Supplementary Data. THC THERAPEUTICS INC. CONSOLIDATED BALANCE SHEETS   ASSETS July 31, 2021     July 31, 2020   July 31, 2022     July 31, 2021   Current assets           Cash $ 296,130 $ 43,239   $ 32   $ 296,130   Prepaid expenses 4,586 -   40,656   4,586   Inventory 830 -     25       830   Total current assets 301,546 43,239   40,713   301,546             Physical silver assets 152,785 -   152,785   152,785   Fixed assets, net 9,480 21,446   -   9,480   Intangible assets, net 16,257 20,661     13,403       16,257             Total assets 480,068 85,346     206,901       480,068             LIABILITIES AND STOCKHOLDERS' DEFICIT           Current liabilities           Accounts payable and accrued liabilities $ 485,010 $ 571,249   $ 1,580,689   $ 970,445   Accrued liabilities due to related parties 513,512 8,474 Accrued expenses - related party   16,807   28,077   Advances from related parties 96,313 83,660   144,632   96,313   Convertible notes payable, net 561,346 305,110 Convertible notes payable- related party, net 200,000 124,931 Notes payable, net   25,000   -   Convertible notes payable   576,028   561,346   Convertible notes payable- related party   200,000   200,000   Derivative liability 1,001,213 735,496     673,712       1,001,213   Total current liabilities 2,857,394 1,828,920     3,216,868       2,857,394             Total liabilities 2,857,394 1,828,920     3,216,868       2,857,394             Commitments and Contingencies (See note 9) 100,000 - Commitments and Contingencies (See note 10)   100,000   100,000             Stockholders' deficit           Preferred stock; $0.001 par value; 10,000,000 shares authorized;           218,300 and 218,000 series A and B and C shares issued and outstanding as of July 31, 2021 and 2020, respectively 226,300 and 218,000 series A and B and C shares issued and outstanding           as of July 31, 2022 and 2021, respectively           Preferred A stock; $0.001 par value; 3,000,000 shares authorized;           218,000 and 218,000 shares issued and outstanding as of July 31, 2021 and 2020, respectively 218 218 226,000 and 218,000 shares issued and outstanding           as of July 31, 2022 and 2021, respectively   226   218   Preferred B stock; $0.001 par value; 16,500 shares authorized;           0 and 0 shares issued and outstanding           as of July 31, 2021 and 2020, respectively - - as of July 31, 2022 and 2021, respectively   -   -   Preferred C stock; $0.001 par value; 10,000 shares authorized;           300 and 0 shares issued and outstanding as of July 31, 2021 and 2020, respectively - - 300 and 300 shares issued and outstanding           as of July 31, 2022 and 2021, respectively   -   -   Common stock; $0.001 par value; 500,000,000 shares authorized;           29,287,337 and 21,461,784 shares issued and outstanding as of July 31, 2021 and 2020, respectively 29,287 21,462 33,891,671 and 29,287,337 shares issued and outstanding           as of July 31, 2022 and 2021, respectively   32,492   29,287             Stock payable 658,892 221,700   622,278   658,892   Stock receivable (6,902,000 ) (6,902,000 )   (6,902,000 )   (6,902,000 ) Additional paid-in capital 40,254,257 39,547,581   41,173,946   40,254,257   Accumulated deficit (36,517,980 ) (34,632,535 )     (38,036,909 )     (36,517,980 ) Total stockholders' deficit (2,477,326 ) (1,743,574 )     (3,109,967 )     (2,477,326 )           Total liabilities and stockholders' deficit $ 480,068 $ 85,346   $ 206,901     $ 480,068     The accompanying notes are an integral part of these financial statements.     25 Table of Contents       THC THERAPEUTICS INC. CONSOLIDATED STATEMENT OF OPERATIONS      For the Years Ended      For the Years Ended     July 31, 2021     July 31, 2020     July 31, 2022     July 31, 2021                       Revenues   $ -   $ -     $ -   $ -                       Cost of revenues     -       -       -       -                       Gross profit   -   -     -   -                       Operating expenses                     Professional fees   253,838   315,755     178,897   253,838   Consulting fees   205,170   611,313     966,533   205,170   Salaries and wages   267,975   264,563     462,317   267,975   General and administrative     212,994       198,779       138,281       212,994   Total operating expenses     939,977       1,390,410       1,746,028       939,977                       Loss from operations   (939,977 )   (1,390,410 )   (1,746,028 )   (939,977 )                     Other income (expense)                     Gain (loss) on derivative liability   (393,718 )   123,860     327,501   (393,718 ) Loss on settlement of det   -   (165,000 ) Loss on sale of investment   -   (12,149 ) Interest expense     (551,750 )     (487,700 )     (100,402 )     (551,750 ) Total other income (expense)     (945,468 )     (540,989 )     227,099       (945,468 )                     Net loss   $ (1,885,445 )   $ (1,931,399 )   $ (1,518,929 )   $ (1,885,445 )                     Basic loss per common share   $ (0.08 )   $ (0.12 )   $ (0.05 )   $ (0.08 )                     Basic weighted average common           shares outstanding     23,659,514       16,551,334   Basic weighted average common shares outstanding     33,244,334       23,659,514      The accompanying notes are an integral part of these financial statements.     26 26 Table of Contents       THC THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT      Preferred A Stock   Preferred B Stock   Preferred C Stock   Common Stock    Additional  Paid-in      Stock      Stock     Accumulated     Total Stockholders'     Preferred A Stock   Preferred B Stock   Preferred C Stock   Common Stock    Additional  Paid-in    Stock    Stock   Accumulated   Total Stockholders'     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital      Payable      Receivable     Deficit     Deficit     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital      Payable      Receivable     Deficit     Deficit   Balance, July 31, 2019   217,000   $ 217   -   $ -   -   -   14,434,098   $ 14,434   $ 38,421,610   $ 417,469   $ (6,902,000 )   $ (32,701,136 )   (749,406 ) Shares and warrants for services   -   -   -   -   -   -   607,661   608   338,211   (166,320 )   -   -   172,499   Conversion of Preferred to Common Stock   (1,000 )   (1 )   -   -   -   -   250,000   250   (232 )   (17 )   -   -   -   Shares issued for conversion of convertible debt   -   -   -   -   -   -   4,525,025   4,525   242,407   (29,432 )   -   -   217,500   Rescission of equity grant   (13,000 )   (13 )   -   -   -   -   -   -   13   -   -   -   -   Issuance of warrants   -   -   -   -   -   -   -   -   265,935   -   -   -   265,935   Shares issued for warrant exercise   -   -   -   -   -   -   1,645,000   1,645   (1,645 )   -   -   -   -   Shares issued to settle debt   15,000   15   -   -   -   -   -   -   239,985   -   -   -   240,000   Derivative liability written off to additional paid in capital   -   -   -   -   -   -   -   -   41,297   -   -   -   41,297   Net loss     -       -       -       -       -       -       -       -       -       -       -       (1,931,399 )     (1,931,399 ) Balance, July 31, 2020     218,000       218       -       -       -       -       21,461,784       21,462       39,547,581       221,700       (6,902,000 )     (34,632,535 )     (1,743,574 )     218,000       218       -       -       -       -       21,461,784       21,462       39,547,581       221,700       (6,902,000 )     (34,632,535 )     (1,743,574 ) Shares issued for conversion of convertible debt   -   -   -   -   -   -   4,292,219   4,292   97,208   -   -   -   101,500     -   -   -   -   -   -   4,292,219   4,292   97,208   -   -   -   101,500   Shares and warrants issued for services   -   -   -   -   -   -   -   -   -   115,692   -   -   115,692     -   -   -   -   -   -   -   -   -   115,692   -   -   115,692   Common stock issued for cash   -   -   -   -   -   -   3,533,334   3,533   181,467   321,500   -   -   506,500   Common Stock issued for cash   -   -   -   -   -   -   3,533,334   3,533   181,467   321,500   -   -   506,500   Preferred stock issued for cash   -   -   -   -   300   -   -   -   300,000   -   -   -   300,000     -   -   -   -   300   -   -   -   300,000   -   -   -   300,000   Derivative liability written off to additional paid in capital   -   -   -   -   -   -   -   -   128,001   -   -   -   128,001     -   -   -   -   -   -   -   -   128,001   -   -   -   128,001   Net loss     -       -       -       -       -       -       -       -       -       -       -       (1,885,445 )     (1,885,445 )     -       -       -       -       -       -       -       -       -       -       -       (1,885,445 )     (1,885,445 ) Balance, July 31, 2021     218,000     $ 218     $ -     $ -     $ 300     $ -       29,287,337     $ 29,287     $ 40,254,257     $ 658,892     $ (6,902,000 )   $ (36,517,980 )   $ (2,477,326 )     218,000       218       -       -       300       -       29,287,337       29,287       40,254,257       658,892       (6,902,000 )     (36,517,980 )     (2,477,326 ) Conversion of preferred shares into common stock shares   (5,000 )   (5 )   -   -   -   -   500,000   500   (495 )   -   -   -   -   Shares issued for cash   -   -   -   -   -   -   3,533,334   3,533   188,967   (45,500 )   -   -   147,000   Shares and warrants issued for services   13,000   13   -   -   -   -   586,000   587   827,302   8,886   -   -   836,788   Shares cancelled   -   -   -   -   -   -   (15,000 )   (15 )   15   -   -   -   -   Repurchase of common stock   -   -   -   -   -   -   (1,400,000 )   (1,400 )   (96,100 )       -   -   (97,500 ) Net loss     -       -       -       -       -       -       -       -       -       -       -       (1,518,929 )     (1,518,929 ) Balance, July 31, 2022     226,000       226       -       -       300       -       32,491,671       32,492       41,173,946       622,278       (6,902,000 )     (38,036,909 )     (3,109,967 )   The accompanying notes are an integral part of these financial statements.     27 Table of Contents      THC THERAPEUTICS INC. CONSOLIDATED STATEMENTSSTATEMENT OF CASH FLOWSCASHFLOWS      For the Years Ended      For the Years Ended     July 31, 2021     July 31, 2020     July 31, 2022     July 31, 2021   Cash Flows from Operating Activities                     Net loss   $ (1,885,445 )   $ (1,931,399 )   $ (1,518,929 )   $ (1,885,445 ) Adjustments to reconcile net loss to net cash used by operating activities:                     Loss (gain) on change in derivative liabilities   393,718   (136,040 )   (327,501 )   393,718   Amortization of debt discount   277,845   426,376     14,682   277,845   Stock based compensation   115,692   438,434     836,788   115,692   Convertible loan increase due to default   179,960   -     -   179,960   Depreciation and amortization   16,370   20,114     12,334   16,370   Imputed interest   -   -   Loss on settlement of accounts payable   -   165,000     -   -   Changes in operating assets and liabilities                     Increase (decrease) in inventory   (830 )   -     805   (830 ) Increase (decrease) in prepaid assets   (4,586 )   140,250     (36,070 )   (4,586 ) Increase (decrease) in accounts payable   (86,239 )   498,514     610,244   (86,239 ) Increase (decrease) in accounts payable related party   505,038   (209,182 )   (11,270 )   505,038   Increase (decrease) in contingent liability     100,000       -       -       100,000   Net cash used in operating activities   (388,477 )   (587,933 )   (418,917 )   (388,477 )                     Cash Flows from investing                     Purchase of silver     (152,785 )     -       -       (152,785 ) Net cash used in investing activities   (152,785 )   -     -   (152,785 )                     Cash Flows provided by Financing Activities                     Proceeds from related party advances   91,081   128,522     102,881   91,081   Payments on related party advances   (78,428 )   (149,081 )   (54,562 )   (78,428 ) Proceeds from sale of common stock   506,500   -     147,000   506,500   Repurchase of common stock   (97,500 )   -   Proceeds from sale of preferred stock   300,000   -     -   300,000   Proceeds from convertible notes payable   -   163,499     25,000   -   Proceeds from loans   -   288,014   Repayments of convertible notes payable     (25,000 )     (117,333 )     -       (25,000 ) Net cash provided by financing activities   794,153   313,621     122,819   794,153                       Net increase (decrease) in Cash     252,891       (274,312 ) Net decrease in Cash     (296,098 )     252,891                       Beginning cash balance     43,239       317,551       296,130       43,239                       Ending cash balance   $ 296,130     $ 43,239     $ 32     $ 296,130                       Supplemental disclosure of cash flow information                     Cash paid for interest   $ -     $ -   Cash paid for tax   $ -     $ -             SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:           Derivative Liability written off to additional paid in capital   $ 128,001     $ 41,297   Shares issued for the conversion of notes payable   $ 101,500     $ -   Derivative liability written off to additional paid in capital   $ -     $ 128,001   Shares issued for the conversion of debt   $ -     $ 101,500     The accompanying notes are an integral part of these financial statements.      28 Table of Contents     THC THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS           1. DESCRIPTION OF BUSINESS AND HISTORY   Description of business – THC Therapeutics, Inc. (referred to as the “Company”) is focused developing its patented product, the dHydronator®, a sanitizing herb dryer. The main function of the dHydronator is to greatly accelerate the drying time of aan herb while sanitizing it. The dHydronator can be used to dry a variety of herbs, but it has been specifically tested for use with cannabis, and it can reduce the drying time for cannabis from 10-14 days to less than 14 hours.   History – The Company was incorporated in the State of Nevada on May 1, 2007, as Fairytale Ventures, Inc., and later changed its name to Aviation Surveillance Systems, Inc. and Harmonic Energy, Inc. On January 23, 2017, the Company changed its name to THC Therapeutics, Inc.   On May 30, 2017, the Company formed Genesis Float Spa LLC, a wholly-owned subsidiary, to market its float spa assets purchased for wellness centers. The Company’s health spa plans are part of the Company’s strategic focus on revenue generation and creating shareholder value.   On January 17, 2018, the Company changed its name to Millennium Blockchain Inc.   On September 28, 2018, the Company changed its name back to THC Therapeutics, Inc.   THC Therapeutics, Inc., together with its subsidiaries, shall herein be collectively referred to as the “Company.”   2. BASIS OF PRESENTATION AND GOING CONCERN   Basis of Presentation and Principles of Consolidation- – These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.    Going Concern – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.   Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of July 31, 2021,2022, the Company had $296,130$32 cash on hand. At July 31, 20212022 the Company has an accumulated deficit of $36,517,980.38,036,909. For the year ended July 31, 20212022 the Company had a net loss of $1,885,445,$1,518,929, and net cash used in operations of $388,477.$418,917. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.   Over the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.   COVID-19 Pandemic - In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company financially; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.   29 Table of Contents   3. SUMMARY OF SIGNIFICANT POLICIES   Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.   Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term instruments with original maturities of threesix months or less to be cash equivalents. There were $296,130$32 and $43,239$296,130 in cash and no cash equivalents as of July 31, 2022 and 2021, 2020, respectively.   Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of July 31, 2021 ,2022, the cash balance in excess of the FDIC limits was $46,130.$0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.   Revenue Recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’sBoard's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.   The company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the company from its customers (sales and use taxes, value added taxes, some excise taxes).   Revenues from the sale of products are recognized when title to the products are transferred to the customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive reasonably assured payments for products sold and delivered.   Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.   As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.   The threesix levels of the fair value hierarchy are described below:   Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;liabilities. 30 Table of Contents   Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;liability.   Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).   30 Table of Contents Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of July 31, 2021:2022:     Level 1     Level 2     Level 3     Total     Level 1     Level 2     Level 3     Total   Assets                                     Physical Silver Assets   $ 152,785   $ -   $ -   $ 152,785     $ 152,785   $ -   $ -   $ 152,785   Liabilities                                     Derivative Financial Instruments   $ -   $ -   $ 1,001,243   $ 1,001,243     $ -   $ -   $ 673,712   $ 673,712     As of July 31, 2021,2022, the Company’s stock price was $0.11,$0.026, risk-free discount rate of 0.05%2.22% and volatility of 236.13%851.23%.   The following tables provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for the year ended July 31, 2021.2022:     Amount     Amount   Balance July 31, 2020   $ 735,496   Balance July 31, 2021   $ 1,001,213   Derivative reclassed to additional paid in capital   (128,001 )   -   Change in fair market value of derivative liabilities     393,718       (327,501 ) Balance July 31, 2021   $ 1,001,213   Balance July 31, 2022   $ 673,712     Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of July 31, 2020:2021:     Level 1     Level 2     Level 3     Total     Level 1     Level 2     Level 3     Total   Liabilities                                     Derivative Financial Instruments   $ -   $ -   $ 735,496   $ 735,496     $ -   $ -   $ 1,001,213   $ 1,001,213     As of July 31, 2020,2021, the Company’s stock price was $0.07,$0.11, risk-free discount rate of 0.11%0.05% and volatility of 240.18%236.13%.   The following tables provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs for the year ended July 31, 2021.     Amount   Balance July 31, 2019   $ 611,265   Debt discount originated from derivative liabilities     289,388   Initial loss on inception     222,278   Derivative reclassed to additional paid in capital     (41,297 ) Change in fair market value of derivative liabilities     (346,138 ) Balance July 31, 2020   $ 735,496   31 Table of Contents Goodwill and Intangible Assets The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles – Goodwill and Other.” According to this statement, goodwill and intangible assets with indefinite lives are no longer subject to amortization, but rather an annual assessment of impairment by applying a fair-value based test. Fair value for goodwill is based on discounted cash flows, market multiples and/or appraised values as appropriate. Under ASC 350-10, the carrying value of assets are calculated at the lowest level for which there are identifiable cash flows.   Long-Lived Assets In accordance with the Financial Accounting Standards Board (“FASB”("FASB") Accounts Standard Codification (ASC) ASC 360-10, “Property,"Property, Plant and Equipment,”" the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three monthsyears ending July 31, 20212022 and 20202021 the Company recorded an impairment expense of $0 and $0, respectively.   31 Table of Contents Income Taxes The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. 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 income in the period that includes the enactment date.   Stock-Based Compensation The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.   Earnings (Loss) Per Share The Company computes net incomereports earnings (loss) per share in accordance with FASB Codification Topic ASC 260, 260-10 “Earnings perPer Share. ASC 260 requires presentation of both basic and diluted” Basic earnings (loss) per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding (denominator) duringif the period. Diluted EPS gives effect to all dilutive potential common shares outstanding duringhad been issued and if the period usingadditional common shares were dilutive. Diluted earnings (loss) per share have not been presented since the treasury stock method and convertible preferred stock usingeffect of the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of options and warrants to purchase common shares (common stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. There were no potential equivalent shares as of July 31, 2021 and 2020.equivalents) would have an anti-dilutive effect.   Advertising Costs The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expenses of $29,912$7,419 and $54,678$29,912 during the years ended July 31, 20212022 and 2020,2021, respectively.   4. PHYSICAL SILVER ASSETS   During the year ending July 31, 2021, the Company purchased silver bars and coins for $152,785. We determine the fair value of our silver on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that we have determined is its principal market for silver (Level 1 inputs). We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our silver assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of silver quoted on the active exchange since acquiring the silver. If the then current carrying value of a silver exceeds the fair value so determined, an impairment loss has occurred with respect to those silver assets in the amount equal to the difference between their carrying values and the price determined.   32 Table of Contents 5. FIXED ASSETS   Fixed assets consist of the following:following as of July 31, 2022 and 2021:     July 31, 2021     July 31, 2020     July 31, 2022     July 31, 2021   dHydronator prototype   $ 27,100   $ 27,100   Hydronator prototype   $ 27,100   $ 27,100   Float Spa and associated equipment   60,000   60,000     60,000   60,000   Office furniture and equipment     532       532       532       532   Less: accumulated depreciation     (78,152 )     (66,186 )     (87,632 )     (78,152 ) Fixed assets, net   $ 9,480     $ 21,446     $ -     $ 9,480     Depreciation expense for the years ended July 31, 2022 and 2021, was $9,480 and 2020, was $11,966, and $15,697, respectively. 32 Table of Contents   6. INTANGIBLE ASSETS   Intangible assets consist of the following:following as of July 31, 2022 and 2021:     July 31, 2021     July 31, 2020     July 31, 2022     July 31, 2021   Patents and patents pending   $ 19,699   $ 19,699     $ 19,699   $ 19,699   Trademarks   1,275   1,275     1,275   1,275   Website and domain names   15,098   15,098     15,098   15,098   Less: accumulated depreciation     (19,815 )     (15,411 )     (22,669 )     (19,815 ) Intangible assets, net   $ 16,257     $ 20,661     $ 13,403     $ 16,257     Amortization expense for the years ended July 31, 2022 and 2021, was $2,854 and 2020, was $4,404 and $4,417, respectively.   7. RELATED PARTY TRANSACTIONS   ADVANCES FROM RELATED PARTIES   Our Chief Executive Officer and Harvey Romanek, father of our Chief Executive Officer, previously agreed to advance funds to the Company from time to time to support the ongoing operations of the Company. Advances are due within ten days of demand and bear interest at 5% annually.   Advances from related parties consist of the following as of July 31, 2021 :2022:     Principal as of   Year ending July 31, 2021   Principal as of   Accrued interest balance As of     Principal as of   Year ending July 31, 2022   Principal as of   Accrued interest balance As of     July 31, 2020     Funds advanced     Funds repaid     July 31, 2021     July 31, 2021     July 31, 2021     Funds advanced     Funds repaid     July 31, 2022     July 31, 2022   B. Romanek, President and CEO   $ 13,267   $ 91,081   $ (78,428 )   $ 25,920   $ 7,909     $ 25,920   $ 102,881   $ (54,562 )   $ 74,239   $ 1,345   Shareholder Relative of our President and CEO     70,393       -       -       70,393       11,942       70,393       -       -       70,393       15,462   TOTAL   $ 83,660   $ 91,081   $ (78,428 )   $ 96,313   $ 19,851     $ 96,313   $ 102,881   $ (54,562 )   $ 144,632   $ 16,807   On November 1, 2017, we entered into an employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $78,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred.  On February 1, 2019, we amended the employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $178,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred.   During the year ending July 31, 2022, the Company accrued $177,527 due to Mr. Romanek related to this agreement. As of July 31, 2022, Mr. Romanek has allowed the Company to defer a total of $662,961 in compensation earned to date related to his employment agreements. 33 Table of Contents On June 15, 2019, the Company entered into an employment agreement with Joshua Halford, a business development analyst for the Company, under the agreement Mr. Halford earns (i) $3,000 in compensation every other week, payable at the Company’s election in cash or in the form of common stock registered with the SEC on Form S-8 with a 50% bonus for stock issuances made in lieu of cash payments at the time of issuance (for example, if the Company filed a registration statement on Form S-8 in the future, the Company could elect to pay Mr. Halford the $3,000 biweekly payment by issuing Mr. Halford $4,500 of S-8 registered Company common stock at the then-current common stock price instead of making a $3,000 cash payment to Mr. Halford), and (ii) 10% sales commissions. On February 18, 2020 the employment agreement was amended to $1,000 in compensation every other week to be paid in cash. During the year ended July 31, 2022 Mr. Halford earned $233,437.   CONVERTIBLE NOTES PAYABLE RELATED PARTY   On May 1, 2019, we entered into a convertible promissory note pursuant to which we borrowed $200,000 from Harvey Romanek, the father of the Company’s Chief Executive Officer, Brandon Romanek. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible six months after the issuance date at the noteholder’s option into shares of our common stock at a Variable Conversion Price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.   The Company recorded a debt discount in the amount of $200,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $75,069 during the year ending July 31, 2021.   Further, the Company recognized a derivative liability of $387,232 and an initial loss of $187,232 based on the Black-Scholes pricing model.   As of July 31, 2021,2022, convertible notes due to related parties net of unamortized debt discounts of $0, was $200,000.   The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. The Black-Scholes model, adopted by management as an appropriate financial model, utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible note through July 31, 2022: Risk free interest rate 2.22 % Expected term (years) 0 Expected volatility 851.23 % Expected dividends 0 % 8.  NOTES PAYABLE Notes payable consist of the following at:     July 31, 2022     July 31, 2021   Note payable, unsecured, 12% interest, due March 30, 2023     25,000       -   Total Notes Payable   $ 25,000     $ -   On March 30, 2022, the Company issued a $25,000 12% promissory note. The note is due on March 30, 2023.   3334 Table of Contents   8.9. CONVERTIBLE NOTES PAYABLE   Convertible Notes Payable at consists of the following:     July 31,   July 31,     July 31,   July 31,     2021   2020     2022   2021                       On April 4, 2019, we entered into a master convertible promissory note pursuant to which we may borrow up to $250,000 in $50,000 tranches. On April 19, 2019, we borrowed the first tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On June 19, 2019, we borrowed the second tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On January 27, 2020, we borrowed the third tranche of $35,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $30,500. On January 31, 2019, the lender converted $9,532 of principle and $500 of fees into 16,500 shares of common stock. On December 12, 2020, the lender converted $9,700 of principle and $500 of fees into 34,000 shares of common stock. On February 10, 2020, the lender converted $10,156 of principle and $500 of fees into 120,000 shares of common stock. On March 24, 2020, the lender converted $7,628 of principle and $500 of fees into 160,000 shares of common stock. On April 13, 2020, the lender converted $7,900 of principle and $500 of fees into 300,000 shares of common stock. On April 28, 2020, the lender converted $5,084 of principle, $500 of fees, and $5,000 of interest into 588,000 shares of common stock. On May 26, 2020, the lender converted $13,000 of principle, and $500 of fees into 750,000 shares of common stock. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on April 4, 2020. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a variable conversion price equal to the lesser of (i) the lowest Trading Price during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) Variable Conversion Price of 60% multiplied by the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Company recorded debt discounts in the amount of $135,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of each tranche of the Note to be amortized utilizing the effective interest method of accretion over the term of each tranche of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $17,270 during year ended July 31, 2021. Further, the Company recognized a derivative liability of $465,748 and an initial loss of $330,748 based on the Black-Scholes pricing model. During the year ended July 31, 2021, the Company recorded a gain on derivative liability of $44,479.     72,000     72,000   On April 4, 2019, we entered into a master convertible promissory note pursuant to which we may borrow up to $250,000 in $50,000 tranches. On April 19, 2019, we borrowed the first tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On June 19, 2019, we borrowed the second tranche of $50,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $43,000. On January 27, 2020, we borrowed the third tranche of $35,000, net of debt issuance costs and investor legal fees of $7,000, resulting in the Company receiving $30,500. On January 31, 2019, the lender converted $9,532 of principle and $500 of fees into 16,500 shares of common stock. On December 12, 2020, the lender converted $9,700 of principle and $500 of fees into 34,000 shares of common stock. On February 10, 2020, the lender converted $10,156 of principle and $500 of fees into 120,000 shares of common stock. On March 24, 2020, the lender converted $7,628 of principle and $500 of fees into 160,000 shares of common stock. On April 13, 2020, the lender converted $7,900 of principle and $500 of fees into 300,000 shares of common stock. On April 28, 2020, the lender converted $5,084 of principle, $500 of fees, and $5,000 of interest into 588,000 shares of common stock. On May 26, 2020, the lender converted $13,000 of principle, and $500 of fees into 750,000 shares of common stock. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on April 4, 2020. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a variable conversion price equal to the lesser of (i) the lowest Trading Price during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note or (ii) Variable Conversion Price of 60% multiplied by the lowest Trading Price for the Common Stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The Company recorded debt discounts in the amount of $135,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of each tranche of the Note to be amortized utilizing the effective interest method of accretion over the term of each tranche of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $0 during the year ended July 31, 2022. Further, the Company recognized a derivative liability of $465,748 and an initial loss of $335,248 based on the Black-Scholes pricing model.   72,000   72,000   Unamortized debt discount     -     (17,260)     -   -   Total, net of unamortized discount     72,000     54,740     72,000   72,000   On June 20, 2019, we entered into a convertible promissory note pursuant to which we borrowed $291,108, net of an Original Issue Discount (“OID”) of $36,108 and investor legal expenses of $5,000 resulting in the Company receiving $250,000. On January 31, 2019, the lender converted $30,000 of principle into 170,940 shares of common stock. On March 27, 2020, the lender converted $30,000 of principle into 267,016 shares of common stock. On April 23, 2020, the lender converted $21,000 of principle into 210,108 shares of common stock. On April 23, 2020, the lender converted $30,000 of principle into 1,129,816 shares of common stock On May 28, 2020, the lender converted $35,000 of principle into 1,318,118 shares of common stock Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 20, 2020. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to $8.80 (the “Lender Conversion Price”). Additionally, after 6 months from the date the Company receives note funding, the noteholder has the right to demand whole or partial redemption of amounts owed to the noteholder under the note. Payments of redemption amounts by the Company to the noteholder can be made in cash or by converting the redemption amount into shares common stock of the Company, with such conversions occurring at the lower of (i) the Lender Conversion Price, or (ii) a price equal to the 65% of the two lowest Closing Trade Prices during the ten (10) Trading Day period immediately preceding the measurement date. The Company recorded a debt discount in the amount of $182,499 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $0 during the year ended July 31, 2021. Further, the Company recognized a derivative liability of $141,391 and an initial loss of $0 based on the Black-Scholes pricing model. During the year ended July 31, 2021, the Company recorded a gain on derivative liability of $20,620.     145,108     145,108   On June 20, 2019, we entered into a convertible promissory note pursuant to which we borrowed $291,108, net of an Original Issue Discount (“OID”) of $36,108 and investor legal expenses of $5,000 resulting in the Company receiving $250,000. On January 31, 2019, the lender converted $30,000 of principle into 170,940 shares of common stock. On March 27, 2020, the lender converted $30,000 of principle into 267,016 shares of common stock. On April 23, 2020, the lender converted $21,000 of principle into 210,108 shares of common stock. On April 23, 2020, the lender converted $30,000 of principle into 1,129,816 shares of common stock On May 28, 2020, the lender converted $35,000 of principle into 1,318,118 shares of common stock Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 20, 2020. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to $8.80 (the “Lender Conversion Price”). Additionally, after 6 months from the date the Company receives note funding, the noteholder has the right to demand whole or partial redemption of amounts owed to the noteholder under the note. Payments of redemption amounts by the Company to the noteholder can be made in cash or by converting the redemption amount into shares common stock of the Company, with such conversions occurring at the lower of (i) the Lender Conversion Price, or (ii) a price equal to the 65% of the two lowest Closing Trade Prices during the ten (10) Trading Day period immediately preceding the measurement date. The Company recorded a debt discount in the amount of $182,499 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $0 during the year ended July 31, 2022. Further, the Company recognized a derivative liability of $141,391 and an initial loss of $0 based on the Black-Scholes pricing model.   145,108   145,108   Unamortized debt discount     -     -       -     -   Total, net of unamortized discount     145,108     145,108     145,108       145,108 On February 20, 2020, we entered into a convertible promissory note pursuant to which we borrowed $135,680, net of an Original Issue Discount (“OID”) of $7,680 and investor legal expenses of $2,500 resulting in the Company receiving $125,500. On September 2, 2020, the lender converted $10,000 of principle into 242,718 shares of common stock On September 30, 2020, the lender converted $12,000 of principle into 476,190 shares of common stock On November 14, 2020, the lender converted $20,000 of principle into 938,967 shares of common stock. On December 1, 2020, the lender converted $20,000 of principle into 1,058,201 shares of common stock. On December 16, 2020 the lender served a notice of default due to failure of the Company to honor a conversion notice served earlier in December. Due to the default the note incurred an additional $113,180 due in principal and $7,008 in interest. On December 1, 2020, the lender converted $19,500 of principle into 1,203,704 shares of common stock. On July 7, 2021, the lender converted $20,000 of principle into 372,439 shares of common stock. On July 9, 2021 the Company entered into an agreement to assign the loan to a new investor. The fair value of the derivative liability associated with the conversions for year ended July 31, 2021 on the date of settlement of $128,001 was recorded to additional paid in capital. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on August 15, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to 71% of the average of the 2 lowest trading prices of the common stock during the 10 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $135,680 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $90,371during the year ended July 31, 2021. Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model.             147,360     135,680   On February 20, 2020, we entered into a convertible promissory note pursuant to which we borrowed $135,680, net of an Original Issue Discount (“OID”) of $7,680 and investor legal expenses of $2,500 resulting in the Company receiving $125,500. On September 2, 2020, the lender converted $10,000 of principle into 242,718 shares of common stock On September 30, 2020, the lender converted $12,000 of principle into 476,190 shares of common stock On November 14, 2020, the lender converted $20,000 of principle into 938,967 shares of common stock. On December 1, 2020, the lender converted $20,000 of principle into 1,058,201 shares of common stock. The fair value of the derivative liability associated with the conversions for the nine months ended April 30, 2021 on the date of settlement of $16,244 was recorded to additional paid in capital. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on August 15, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to 71% of the average of the 2 lowest trading prices of the common stock during the 10 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $135,680 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $3,714 during the year ended July 31, 2022. Further, the Company recognized a derivative liability of $192,236 and an initial loss of $64,236 based on the Black-Scholes pricing model.             147,360     147,360   Unamortized debt discount (3,714) (94,085) (- ) (3,714 ) Total, net of unamortized discount     143,646     41,595       147,360     143,646   On March 26, 2020, we entered into a convertible promissory note pursuant to which we borrowed $3,000, net of legal expenses of $3,000 resulting in the Company receiving $0. Interest under the convertible promissory note is 0% per annum, and the principal and all accrued but unpaid interest is due on March 26, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to the average of the closing trading prices of the common stock during the 3 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $3,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $1,956.16 during the year ended July 31, 2021. Further, the Company recognized a derivative liability of $1,500 and an initial loss of $1,500 based on the Black-Scholes pricing model.     3,000     3,000   On March 26, 2020, we entered into a convertible promissory note pursuant to which we borrowed $3,000, net of legal expenses of $3,000 resulting in the Company receiving $0. Interest under the convertible promissory note is 0% per annum, and the principal and all accrued but unpaid interest is due on March 26, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to the average of the closing trading prices of the common stock during the 3 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $3,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $0 during the year ended July 31, 2022. Further, the Company recognized a derivative liability of $1,500 and an initial loss of $1,500 based on the Black-Scholes pricing model.     3,000     3,000   Unamortized debt discount     (-)     (1,956)       (- )      (- )  Total, net of unamortized discount     3,000     1,044       3,000     3,000   On May 1, 2020, we entered into a convertible promissory note pursuant to which we borrowed $100,000, net of consulting expenses of $100,000 resulting in the Company receiving $0. During the year ended July 31, 2021, the Company made cash payments of $25,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible at any date after the effective date at the noteholder’s option into shares of our common stock at a conversion price equal to 65% of the average of the three lowest closing prices in the 10 trading days prior to the conversion. The Company recorded a debt discount in the amount of $64,888 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $48,710 during the year ended July 31, 2021. Further, the Company recognized a derivative liability of $64,888 based on the Black-Scholes pricing model.     75,000     100,000   On May 1, 2020, we entered into a convertible promissory note pursuant to which we borrowed $100,000, net of consulting expenses of $100,000 resulting in the Company receiving $0. During the nine months ended April 30, 2021, the Company made cash payments of $25,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible at any date after the effective date at the noteholder’s option into shares of our common stock at a conversion price equal to 65% of the average of the six lowest closing prices in the 10 trading days prior to the conversion. The Company recorded a debt discount in the amount of $64,888 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $0 during the year ended July 31, 2022. Further, the Company recognized a derivative liability of $64,888 based on the Black-Scholes pricing model.     75,000     75,000   Unamortized debt discount     (-)     (48,710)       (- )      (- )  Total, net of unamortized discount     75,000     51,290       75,000     75,000   On May 7, 2020, we entered into a convertible promissory note pursuant to which we borrowed $66,780, net of an Original Issue Discount (“OID”) of $3,780 and investor legal expenses of $3,000 resulting in the Company receiving $60,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on October 29, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to 71% of the average of the 2 lowest trading prices of the common stock during the 10 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $66,780 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $44,479 during the year ended July 31, 2021. Further, the Company recognized a derivative liability of $138,172 and an initial loss of $75,172 based on the Black-Scholes pricing model. On December 16, 2020 the lender served a notice of default due to failure of the Company to honor a conversion notice served earlier in December. Due to the default the note incurred an additional $66,780 due in principal and $279 in interest. On July 9, 2021 the Company entered into an agreement to assign the loan to a new investor.     133,560     66,780   On May 7, 2020, we entered into a convertible promissory note pursuant to which we borrowed $66,780, net of an Original Issue Discount (“OID”) of $3,780 and investor legal expenses of $3,000 resulting in the Company receiving $60,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on October 29, 2021. The note is convertible at any date after the issuance date at the noteholder’s option into shares of our common stock at a conversion price equal to 71% of the average of the 2 lowest trading prices of the common stock during the 10 completed trading days prior to conversion date. The Company recorded a debt discount in the amount of $66,780 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $10,968 during the year ended July 31, 2022. Further, the Company recognized a derivative liability of $138,172 and an initial loss of $134,237 based on the Black-Scholes pricing model.     133,560     133,560   Unamortized debt discount     (10,968)     (55,447)       (- )      (10,968 )  Total, net of unamortized discount     122,592     11,333       133,560       122,592   Total convertible notes payable, net of unamortized discount   $ 561,346    $  305,110   Total notes payable, net of unamortized discount $  576,028     $   561,346       3435 Table of Contents The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. The Black-Scholes model, adopted by management as an appropriate financial model, utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible note through July 31, 2022: Risk free interest rate 2.22 % Expected term (years) 0 Expected volatility 851.23 % Expected dividends 0 %   9.10. COMMITMENTS AND CONTINGENCIES   From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us, other than as set forth herein.   On or about December 18, 2020, Power Up Lending Group, Ltd. (“Power Up”) filed suit against the Company, the Company’s executive officers, and the Company’s transfer agent (Case Index No. 614700/2020, Supreme Court of the State of New York for Nassau County, Power Up Lending Group, Ltd. v. THC Therapeutics, Inc., Parker Mitchell, Transhare Corporation, and Brandon Romanek), alleging that the Company’s convertible promissory notes issued to Power Up are in default as a result of the Company’s alleged failure to honor the conversion terms of the notes along with related claims, and seeking monetary damages in excess of $280,920 (representing 200% of the outstanding note balances) and equitable relief to force the Company to honor Power Up’s conversion of note amounts into Company common stock. The Company and its officers answered the complaint and filed counterclaims against Power Up. The parties settled in July of 2021, and the case was subsequently dismissed by Power Up. 36 Table of Contents   On or about January 5, 2021, another Company lender, Iliad Research and Trading, L.P. (“Iliad”), sent a demand letter to the Company regarding the Company’s alleged default under its promissory note issued to Iliad. The Company retained litigation counsel in Nevada and responded, and Iliad took no further action until it sued the Company in the fall of 2021 in Utah, where Iliad is domiciled (case no. 210900342210000342 filed in the 3rdThird Judicial Court of Salt Lake City,Utah). In December of 2021, the Company was improperly served, and Iliad subsequently received a default judgment, and the Company is currently disputingthen filed a motion to set aside the default judgment.judgment, which motion was granted by the court on or about May 9, 2022. The Company intends to vigorously defend the action.     In the spring of 2021, the Company’s former CEO, Parker Mitchell, filed suit against the Company for wrongful termination (case no A-21-833007-Cno. A-21-833007-Z filed in the DistrickDistrict Court for Clark City,County, Nevada). The matter was subsequently settled on or about Decemner 12.December 12, 2021, , and the case was dismissed on or about December 12,2021 . On December 12, 2021, the suit was settled for $100,000 which was recorded as a contingent liability as of July 31, 2021.then dismissed.   In the fall of 2021, the Company’s former CFO, an individual representing himself as Jonathan Cross, but who, upon information and belief was the convicted felon, John Dankovich, made numerous demands of the Company in connection with his termination by the Company. The Company responded to Mr. Dankovich on or about November 11, 2021, and Mr. Dankovich subsequently tookhas taken no further action.action against the Company to its knowledge.   In the fall of 2021, one of the Company’s former directors and current Company business consultant, Joshua Halford, made a demand for payment of funds due to Mr. Halford under a consulting agreement, Mr. Halford and the Company have since resolved the matter, and Mr. Halford is still providing consulting and technical design services to the Company in connection with the Company’s dHyrdonator herb dryer product redesign.   35 Table of Contents NOTE 10 -11. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. The deferred income tax assets are comprised of the following at July 31, 20212022 and 2020 :2021:     2021     2020     2022     2021   Deferred income tax assets:   $ 7,668,776   $ 7,272,832     $ 7,972,562   $ 7,668,776   Valuation allowance     (7,668,776 )     (7,272,832 )     (7,972,562 )     (7,668,776 ) Net deferred tax asset   $ -     $ -     $ -     $ -      Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 20212022 and 2020:2021:     2020     2019     2022     2020   Effective Tax Rate Reconciliation:                     Federal statutory tax rate     21.0 %     21.0 %     21.0 %     21.0 % State taxes, net of federal benefit   0.0 %   0.0 %   0.0 %   0.0 % Change in valuation allowance     (21.0 )%     (21.0 )%     (21.0 )%     (21.0 )% Effective tax rate     0.0 %     0.0 %     0.0 %     0.0 %    As of July 31, 2021,2022, the Company had net operating loss carryforwards of approximately $36,517,980$38,036,909 and net operating loss carryforwards expire in 20212022 through 2030. The current year’s net operating loss will carryforward indefinitely, limited to 80% of the current year taxable income.   37 Table of Contents The current income tax benefit of $7,668,776$7,972,562 generated for the year ended July 31, 20212022 was offset by an equal increase in the valuation allowance. The valuation allowance was increased due to uncertainties as to the Company’s ability to generate sufficient taxable income to utilize the net operating loss carryforwards which is the only significant component of deferred taxes.    The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of DecemberJuly 31, 20212022 and 20202021 the Company has no unrecognized uncertain tax positions, including interest and penalties.   36 Table of Contents 11.12. STOCK WARRANTS   The following is a summary of warrant activity during the nine months ended July 31, 2021.2022.       Number of Shares     Weighted Average Exercise Price   Balance, July 31, 2020     922,129     $ 16.73   Warrants granted and assumed     -       -   Warrants expired     (106,750 )     (.02 ) Warrants canceled     -       -   Warrants exercised     -       -   Balance outstanding and exercisable, July 31, 2021     815,379     $ 16.21   The following is a summary of warrant activity during the year ended July 31, 2020:   Number of Shares     Weighted Average Exercise Price     Number of Shares     Weighted Average Exercise Price   Balance, July 31, 2019   1,506,250   $ 10.34   Balance, July 31, 2021   815,379   $ 16.21   Warrants granted and assumed   1,247,190   0.088     3,000,000   .09   Warrants expired   -   -     (1,200,000 )    -   Warrants canceled   -   -     (5,000 )   (.05 ) Warrants exercised     (1,831,311 )     0.27       -       -   Balance outstanding and exercisable, July 31, 2020     922,119     $ 16.73   Balance outstanding and exercisable, July 31, 2022     2,610,379     $ 1.26     12.13. SHAREHOLDERS’ DEFICIT   Overview   The Company’s authorized capital stock consists of 500,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock.   As of July 31, 20212022 and July 31, 2020,2021, the Company had 29,287,33732,491,671 and 21,461,78429,287,337 shares of common stock issued and outstanding, respectively.   As of July 31, 20212022 and July 31, 2020,2021, the Company had 218,000226,000 and 218,000 shares of Series A Preferred Stock issued and outstanding, respectively.   As of July 31, 20212022 and July 31, 2020,2021, the Company had 0 and 0 shares of Series B Preferred Stock issued and outstanding, respectively.   As of July 31, 20212022 and July 31, 2020,2021, the Company had 300 and 0300 shares of Series C Preferred Stock issued and outstanding, respectively.   Series A Preferred Stock   On January 24, 2017, pursuant to Article III of our Articles of Incorporation, the Company designated a class of preferred stock, the “Series A Preferred Stock,” consisting of threesix million (3,000,000) shares, par value $0.001.   Under the Certificate of Designation, holders of the Series A Preferred Stock are entitled at their option to convert their preferred shares into common stock at a conversion rate of one hundred (100) shares of common stock for every one (1) share of Series A Preferred Stock. The holders are further entitled to vote together with the holders of the Company’s common stock on all matters submitted to shareholders at a rate of one hundred (100) votes for each share held. The holders are entitled to equal rights with our common stockholders as it relates to liquidation preference.     3738 Table of Contents   Series B Preferred Stock   On May 12, 2017, pursuant to Article III of our Articles of Incorporation, the Company designated a class of preferred stock, the “Series B Preferred Stock,” consisting of up to one hundred twenty thousand (120,000) shares, par value $0.001. On June 5, 2017, the Company amended the designation to increase the number of shares of Series B Preferred Stock to one hundred sixty-five thousand (165,000) shares, par value $0.001.   Under the Certificate of Designation, as amended, holders of Series B Preferred Stock are entitled to a liquidation preference on the stated value of $10.00 per share. The shares carry a mandatory conversion provision, and all shares of Series B Preferred Stock will be redeemed by the Company one year from issuance, at a variable conversion rate equal to the stated price of $10.00 divided by the prior day’s closing price as quoted on OTC Markets. Holders of Series B Preferred Stock are not entitled to any voting or dividend rights.   As of April 30, 2021,July 31, 2022, all shares of Series B Preferred Stock eligible for mandatory conversion have been converted into common stock.   Series C Preferred Stock   On July 29, 2021, pursuant to Article III of our Articles of Incorporation, the Company designated a class of preferred stock, the “Series C Preferred Stock,” consisting of up to threesix hundred (300) shares, par value $0.001.   Under the Certificate of Designation, as amended, holders of Series C Preferred Stock are entitled to a liquidation preference on the stated value of $1,200 per share. Holders of Series C Preferred Stock are entitled to a cumulative dividend of 10% per annum. Series C Preferred Stock is convertible at the option of the Holder at a price equal to 80% of the lowest VWAP of the Common Stock during the twenty (20) Trading Days immediately preceding, but not including the Conversion Date. Series C Preferred Stock Holders will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations.    On July 28, 2021 the Company sold 300 shares of Series C Preferred Stock for $300,000 cash.   Issuances of Common and Preferred Stock for the year ended July 31, 20212022:   On September 2, 2020, a convertible note holder converted $10,000 in principal and fees into 242,718August 16, 2021 the Company issued 56,500 shares of common stock at a conversion price of $0.0412 per share. On September 30, 2020, a convertible note holder converted $12,000 in principal and fees into 476,190 shares of common stock at a conversion price of $0.0252 per share. On November 14, 2020, a convertible note holder converted $20,000 in principal and fees into 938,967 shares of common stock at a conversion price of $0.0213 per share. On December 01, 2020, a convertible note holder converted $20,000 in principal and fees into 1,058,201 shares of common stock at a conversion price of $0.0189 per share. On December 15, 2020 the Company entered into an agreement to issue 240,000 shares of common stockfor services valued at $14,520 for services$7,140, which had been previously provided during the year. As of July 31, 2021 the shares had not been issued and were recorded as stock payable.   On DecemberAugust 16, 20202021 the Company issued 1,200,00060,000 shares of common stock for $60,000 cash,services valued at $13,890.   On December 22, 2020August 16, 2021 the Company issued 500,000 shares of common stock for cash proceeds of $25,000 cash,received in a prior period. 38 Table of Contents   On December 23, 2020August 19, 2021 the Company issued 700,000300,000 shares of common stock for $35,000 cash proceeds of $22,500 received in a prior period.   On December 28, 2020August 19, 2021 the Company agreed to issueissued 500,000 shares of common stock for cash proceeds of $25,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable.received in a prior period.   On December 28, 2020August 19, 2021 the Company agreed to issueissued 500,000 shares of common stock for cash proceeds of $25,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable.received in a prior period.   On December 29, 2020August 26, 2021 the Company issued 800,000 shares of common stock for cash proceeds of $40,000 received in a prior period. 39 Table of Contents On August 26, 2021 the Company issued 533,334 shares of common stock for cash proceeds of $40,000 received in a prior period.   On December 31, 2020September 13, 2021 a shareholder elected to convert 5,000 shares of Series A Preferred Stock into 500,000 shares of the company’s Common Stock. On September 13, 2021 the Company issued 200,000 shares of common stock for cash proceeds of $20,000 received in a prior period. On September 13, 2021 the Company issued 200,000 shares of common stock for cash proceeds of $20,000 received in a prior period. On June 24, 2021 the Company agreed to issue 800,00059,500 shares of common stock per month for 6 months of services, ending on December 24, 2021. Per this agreement the Company agreed to issue 300,500 shares of common stock for $40,000 cash,services valued at $29,071 during the year ended July 31, 2022. As of July 31, 20212022 the shares had not been issued and were recorded asare included in stock payable.   On January 1,September 10, 2021 the Company issued 13,000 shares of the Company’s Series A Preferred stock for services valued at $396,500. On November 5, 2021 the Company issued 169,500 shares of common stock for services valued at $20,425. On November 15, 2021 the Company issued 300,000 shares of common stock for services valued at $375,000. On November 18, 2021 the Company received and cancelled 15,000 shares of common stock. On December 17, 2021 the Company repurchased and cancelled 1,400,000 shares of common stock for $97,500.  On February 2, 2022 the Company agreed to issue 500,0004,000,000 shares of common stock for $25,000 cash proceeds of $160,000. As of July 31, 20212022 the shares had not been issued and were recorded asare included in stock payable.   On January 15, 2021February 10, 2022 the Company entered into an agreementagreed to issue 240,00060,000 shares of common stock valued at $47,016 for services provided during the year.cash proceeds of $3,000. As of July 31, 20212022 the shares had not been issued and were recorded asare included in stock payable.   On January 15, 2021February 10, 2022 the Company entered into an agreementagreed to issue 240,00060,000 shares of common stock valued at $47,016 for services provided during the year.cash proceeds of $3,000. As of July 31, 20212022 the shares had not been issued and were recorded asare included in stock payable.   On January 25, 2021February 10, 2022 the Company agreed to issue 300,000150,000 shares of common stock for $22,500 cash proceeds of $6,000. As of July 31, 20212022 the shares had not been issued and were recorded asare included in stock payablepayable. 14. SUBSEQUENT EVENTS   On February 2, 2021September 1, 2022 the Company issued 700,000 shares for services, On November 10, 2022 the Company agreed to issue 293,3341,700,000 shares of common stock for $22,000 cash, As of July 31, 2021 theservices. The shares hadhave not yet been issued and were recorded as stock payableissued.   On February 2, 2021 the Company agreed to issue 466,667 shares of common stock for $35,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable On February 8, 2021 the Company agreed to issue 533,333 shares of common stock for $40,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable On February 10, 2021 the Company agreed to issue 170,000 shares of common stock for $17,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable On February 10, 2021 the Company agreed to issue 333,334 shares of common stock for $25,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable On February 11, 2021 the Company agreed to issue 50,000 shares of common stock for $5,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable On February 11, 2021 the Company agreed to issue 200,000 shares of common stock for $20,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable On February 16, 2021 the Company agreed to issue 200,000 shares of common stock for $20,000 cash, As of July 31, 2021 the shares had not been issued and were recorded as stock payable On February 17, 2021 the Company issued 333,334 shares of common stock for $25,000 cash, On June 4, 2021, a convertible note holder converted $19,500 in principal and fees into 1,203,704 shares of common stock at a conversion price of $0.0162 per share. On July 7, 2021, a convertible note holder converted $20,000 in principal and fees into 372,439 shares of common stock at a conversion price of $0.0537 per share.   3940 Table of Contents       13. SUBSEQUENT EVENTS On August 24, 2021, the Company entered into an Engagement Agreement with Shefford Capital Management LLC (Shefford), pursuant to which Shefford will act as the Company’s exclusive accounting and financial advisor, Shefford’s managing director, Jonathan Cross, will act as the Company’s Chief Financial Officer, and Shefford shall develop and execute accounting and financial strategy for the Company. In consideration of Shefford’s services to be provided to the Company under the Engagement Agreement, the Company will (i) compensate Shefford $2,000 per month, plus an additional $2,000 in each month that a Quarterly Report on Form 10-Q or Annual Report on Form 10-K is due to be filed by the Company; (ii) issue Shefford options to purchase 1,000,000 shares of Company common stock at an exercise price of $0.1539 per share, which options shall vest in full 90 days after grant; (iii) issue Shefford monthly options to purchase 200,000 shares of Company common stock at the end of each month, commencing September 2021 and ending August 2022, provided the Engagement Agreement has not been terminated prior to each monthly grant date, and with the exercise price of the monthly options equal to the closing price of Company common stock on each grant date. The initial term of the Engagement Agreement is one year, and each party has the right to terminate the Engagement Agreement upon the provision of 30 days’ written notice to the other party. On September 3, 2021, the Company and Shefford Capital Partners, LLC, a Delaware limited liability company, entered into a Securities Purchase Agreement pursuant to which (i) the Shefford agreed to purchase from the Company $25,000,000 of the Company’s restricted common stock at future closings during a three-year term, and (ii) the Investor agreed to arrange a $25,000,000 traditional debt facility for the Company to position the Company with a 1:1 debt-to-equity ratio. The proceeds of each closing can only be used to acquire businesses in or related to the marijuana and psychedelic industries, or other modern healthcare-related industries, and the Investor is required to approve each. The purchase price for the common stock at each closing will be closing price of the Company’s common stock on the date immediately preceding the earlier of the closing of each Acquisition, or the announcement of that Acquisition. On November 2, 2021, Jonathan Cross was terminated as the Company’s Chief Financial Officer. Mr. Cross was appointed Chief Financial Officer on August 24, 2021. On November 2, 2021, Joshua Halford resigned as a director of the Company. Mr. Halford was appointed a director on February 17, 2021. On November 8, 2021 Mr. Halford resigned as the Company’s Chief Operating Officer. Mr. Halford was appointed Chief Operating Officer on March 8, 2021. In the spring of 2021, the Company’s former CEO, Parker Mitchell, filed suit against the Company for wrongful termination. On December 12, 2021, the suit was settled for $100,000. 40 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.   There are no reportable events under this item for the fiscal year ended July 31, 2021.2022.    Item 9A. Controls and Procedures.   Disclosure Controls and Procedures   The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.   As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.   Management’s Annual Report on Internal Control Over Financial Reporting   Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of the CEO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records which in reasonable detail accurately and fairly reflect the transactions and disposition of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made in accordance with authorizations of management and Directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.   Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.     41 Table of Contents      Management assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2021.2022. Based on this assessment, management concluded that, as of July 31, 2021,2022, the Company’s internal control over financial reporting was not effective based on those criteria.   To remediate our internal control weaknesses, management intends to implement the following measures:measures when funds permit:     · The Company plans to add independent directors to its Board and create an audit committee with at least three directors that qualify as “independent” directors pursuant to relevant NASDAQ or similar exchange rules.   · The Company will add sufficient knowledgeable accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.   · Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.   The additional hiring of accounting personnel and appointment of independent members of the Board is contingent upon the Company’s operational efforts.efforts and results and available funds to implement such measures. Management expectsplans to hire additional personnel and staff its audit committee with at additional independent directors in the coming fiscal year but provides no assurances that it will be able to do so.   We understand that remediation of material weaknesses and deficiencies in internal controls are a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when necessary.   This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant rules of the SEC that permit us to provide only management’s report in this annual report. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. Included in the Act is a provision that permanently exempts smaller public companies that qualify as either a “Non-Accelerated Filer” or “Smaller Reporting Company” from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.   There was no change in our internal control over financial reporting during the fiscal quarter ended July 31, 2021,2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.   Changes in Internal Control over Financial Reporting   Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   Limitations on the Effectiveness of Controls   The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error 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 the control system must reflect that there are resource constraints and that the benefits 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, within the company 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.   Item 9B. Other Information.   None.     42 Table of Contents       PART III   Item 10. Directors, Executive Officers and Corporate Governance.   The names, ages, positions, periods served of the Company’s present directors are set forth in the following table:   Name Age   AgePositions   PositionsPeriod of Service Began Brandon Romanek   Period of Service Began Brandon Romanek46   46CEO, CFO, President, Treasurer, Secretary, Director (1)   CEO, CFO, President, Treasurer, Secretary, Director (1) January 12, 2017 (1) __________ (1) All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Parker Mitchell served as our Chief Executive Officer from December 11, 2020–April 2, 2021. An individual identifying himself as Jonathan Cross (who the Company believes was actually John Dankovich) was appointed as the Chief Financial Officer of the Company on August 24, 2021, and he was terminated as the Chief Financial Officer of the Company on November 2, 2021. Joshua Halford served as a director of the Company from February 17, 2021–November 2, 2021, and as COO of the Company from March 8, 2021-November 8, 2021.   There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time, and due to its small size does not believe that committees are necessary at this time. The Company’s Board fulfills the duties of an audit committee. None of the directors held any directorships during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such act, or of any company registered as an investment company under the Investment Company Act of 1940.   Director and Officer Biographical Information   Brandon Romanek   Brandon Romanek’s background in brokerage firms, hedge funds, institutions, money management, and trading prepared him for the task of building THC Therapeutics. Beginning in 1999, Mr. Romanek traded with Wedbush, Merrill Lynch other brokerage firms using portfolio margin. Mr. Romanek has traded on many platforms including Real Tick, Sterling, LightSpeed, and Firetip. From 2002-2006, Mr. Romanek traded CFD’s with the CMC Markets in Toronto. From 2008, Mr. Romanek was a commodities trader in the precious metals markets. He was a broker dealer in physical metals from 2009-2011, mostly doing business with Amark, a publicly traded metals dealer. Mr. Romanek is also founder and CEO of SBR Asset Management. Mr. Romanek became the CEO, CFO, President, Treasurer, Secretary, and a director of the Company in January of 2017, and he has not been the director of any other public company during the past five years. We believe that Mr. Romanek’s financial markets background makes him a valuable member of our Board of Directors.   Involvement in Certain Legal Proceedings   To the best of our knowledge, our sole officer and director, Mr. Romanek, has not, during the past ten years:      (1) had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;         (2) been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);     43 Table of Contents         (3) been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:     (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) Engaging in any type of business practice; or         (ii)(iii) Engaging in any typeactivity in connection with the purchase or sale of business practice;any security or (iii) Engaging in any activity commodity or in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;     (4) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) above, or to be associated with persons engaged in any such activity;         (5) been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; (6) been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;         (6)(7) been found bythe subject of, or a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commissionparty to, have violated any Federal commodities law, and theor State judicial or administrative order, judgment, in such civil actiondecree, or finding, by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:     (i) Any Federal or State securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or         (ii)(iii) Any law or regulation respecting financial institutionsprohibiting mail or insurance companies including, but not limited to, a temporarywire fraud or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;fraud in connection with any business entity; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or     (8) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.   Our Directors are elected at the annual meeting of the stockholders, with vacancies filled by the Board of Directors, and serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of Directors and serve at the discretion of the board of Directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.     44 Table of Contents       Indemnification of Directors and Officers   Nevada law allows for the indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising as a result of their service as officers, directors or agents of the Company. The Bylaws of the Company provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and similar successors; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition.   The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred on directors and officers of the Company. Furthermore, the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Nevada law.   Code of Ethics   We intend to adopt a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.   Item 11. Executive Compensation.   The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended July 31, 20212022 and 2020.2021.   Summary Compensation Table                 Stock     Option     All Other               Salary     Bonus     Awards     Awards     Compensation     Total   Name and Principal Position   Year   ($)     ($)     ($)     ($)     ($) (2)     ($)   Brandon Romanek   2021     178,000       –       –       –       42,000 (2)     220,000 �� CEO, CFO, President & Director (1)   2020     178,000       –       –       –       42,000 (2)     220,000                                                         Parker Mitchell (3)   2021     8,226       –       –       –       –       8,226   CEO   2020     –       –       –       –       –       –                                                         Joshua Halford (4)   2021     72,000       –       –       –       –       72,000   COO   2020     72,000       –       –       –       –       72,000                 Stock     Option     All Other               Salary     Bonus     Awards     Awards     Compensation     Total   Name and Principal Position   Year   ($)     ($)     ($)     ($)     ($) (2)     ($)   Brandon Romanek   2022     177,527       –       –       –       -     177,527   CEO, CFO, President & Director (1)   2021     178,000       –       –       –       42,000 (2)     220,000                                                         John Dankovich (3)   2022                                       Former CFO   2021     –       –       –       –       –       –                                                         Parker Mitchell (4)   2022     –       –       –       –       –       –   Former CEO   2021     8,226       –       –       –       –       8,226                                                         Joshua Halford (5)   2022     26,568       240,000       396,500       –       –       663,068   Former COO   2021     72,000       –       –       –       –       72,000   ___________ (1) Mr. Romanek was appointed as CEO, CFO, President, Treasurer, Secretary and a director of the Company on January 12, 2017. (2) The Company leasesleased an office from Mr. Romanek for $3,500$1,500 per month. (3) An individual first identifying himself as Jonathan Cross, who the Company believes was actually the convicted felon, John Dankovich, was appointed as the Chief Financial Officer of the Company on August 24, 2021, and he was terminated as the Chief Financial Officer of the Company on November 2, 2021. (4) Mr. Mitchell served as CEO of the Company from December 11, 2020–April 2, 2021. (4)(5) Mr. Halford served as the COO of the Company from March 8, 2021-November 8, 2021.     45 Table of Contents      Director Compensation   No directors of the Company receive compensation for serving as a director of the Company (although Mr. Romanek and Mr. Halford, our directors during the fiscal year ending July 31, 2021,2022, received compensation for their services as officers of the Company).   Employment Agreements   Except for the following agreements, the Company does not have any written agreements with any of its current executive officers or directors.   On November 1, 2017, we entered into an employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $78,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred.   On February 1, 2019, we amended the employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $178,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred. Pursuant to the original and amended employment agreement, Mr. Romanek’s employment can be terminated by either the Company or Mr. Romanek at any time, but if the Company terminates Mr. Romanek for a reason other than total disability or “Cause” or if Mr. Romanek terminates his employment for “Good Reason” in the absence of Cause, then the Company is obligated to pay Mr. Romanek (i) a severance payment equal to 18 months’ salary plus one years’ incentive compensation bonus, and (ii) a pro rata portion of the bonus that Mr. Romanek would have received for the portion of the year that Mr. Romanek was employed, and any unvested equity compensation awards will immediately vest. “Cause” is generally defined as (i) willful failure to perform material duties, (ii) willful and gross misconduct, (iii) conviction or plea of no contest to the commission of a felony or any misdemeanor that is a crime of moral turpitude, (iv) breach of the non-competition, non-solicitation or confidentiality covenants in the employment agreement, or (v) any other willful act having the intended effect of injuring the reputation, business or business relationships of the Company or its affiliates. “Good Reason” is generally defined as a (i) a material reduction in the employee’s base salary or a material reduction in annual incentive compensation opportunity, in each case other than any isolated or inadvertent failure by Company that is not in bad faith and is cured within 30 business days after the employee gives Company notice of such event, (ii) a material diminution the employee’s title, duties and responsibilities, other than any isolated or inadvertent failure by Company that is not in bad faith and is cured within 30 business days after the employee gives Company notice of such event, (iii) a transfer of the employee’s primary workplace by more than 50 miles from his current workplace, or (iv) the failure of a successor to the Company to have assumed the employment agreement obligations in connection with any sale of the business. Finally, if there is a change of control of the Company (generally defined as the sale or other disposition of substantially all of the Company’s property, assets or business or a merger or similar transaction with another entity in which more than 50% of the voting power of the Company is disposed of), Mr. Romanek will have the option to terminate his employment, and such termination will be considered a termination by the Company for reasons other than Cause (meaning that Mr. Romanek would be entitled to the severance and prorated bonus described above, and any unvested equity compensation awards would immediately vest).   During the year ending July 31, 2020,2021, the Company accrued $187,750$187,748 due to Mr. Romanek related to this agreement, and during the year ending July 31, 2021,2022, the Company accrued $187,748$177,527 due to Mr. Romanek related to this agreement. As of July 31, 2021,2022, Mr. Romanek has allowed the Company to defer a total of $485,434$662,961 in compensation earned to date related to his employment agreements with the Company.     46 Table of Contents      Stock Option Plan and other Employee Benefits Plans   The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.   Overview of Compensation Program   We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.   Compensation Philosophy and Objectives   The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative.   Role of Executive Officers in Compensation Decisions   The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.   The following tables set forth, as of February 9, 2022, certain information concerning the beneficial ownership of our voting capital stock, including our common stock, and Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, by:     · each stockholder known by us to own beneficially 5% or more of any class of our outstanding voting stock;   · each director;   · each named executive officer;   · all of our executive officers and directors as a group; and   · each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.   As of February 9, 2022, the Company had authorized 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, with 3,000,000 shares of preferred stock designated as Series A Preferred Stock, 165,000 shares of preferred stock designated as Series B Preferred Stock, and 300 shares of preferred stock designated as Series C Preferred Stock. There were 34,117,67134,146,149 shares of common stock, 226,000 shares of Series A Preferred Stock, 0 shares of Series B Preferred Stock, and 300 shares of Series C Preferred Stock outstanding as of February 9,November 11, 2022. Each share of Series A Preferred Stock is convertible into 100 shares of common stock, and each share entitles the holder thereof to 100 votes per share. Each share of Series B Preferred Stock is convertible one year following issuance at a variable conversion rate equal to the stated price of $1.00 divided by the prior day’s closing price of the Company’s common stock as quoted on the OTC Link, LLC, operated by OTC Markets Group, Inc. Each share of Series C Preferred Stock is convertible into at a variable conversion rate equal to 80% of the lowest volume-weighted average price of the Common Stock during the twenty (20) trading days immediately preceding, but not including, the date that a holder elects to convert the Series C Preferred Stock into common stock, and entitles the holder thereof to voting rights on an as-converted basis, subject to a 4.99% beneficial ownership limitation.   Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of February 9,November 11, 2022, are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities included in the below table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable, and their address is c/o the Company at 11700 W Charleston Blvd. #73, Las Vegas, Nevada, 89135.     47 Table of Contents       Security Ownership of Certain Beneficial Owners & Management    Title of Class   Name and Address of Beneficial Owner   Amount and nature of beneficial ownership     Percent of Class   Common Stock   Brandon Romanek     30,531,632 (1)     56.7 % Common Stock   All Directors and Officers as a Group     30,531,632 (1)     56.7 %                       Series A Preferred Stock   Brandon Romanek     200,000       88.5 % Series A Preferred Stock   Brunson Chandler Jones     15,000       6.8 % %Series A Preferred Stock   All Directors and Officers as a Group     200,000       88.5 %                       Series C Preferred Stock   GHS Investments, LLC (2)     200,000       88.5 % Series C Preferred Stock   All Directors and Officers as a Group     -       -     (1) Includes 10,531,632 shares of common stock issued to Mr. Romanek, as well as 20,000,000 of common stock issuable to Mr. Romanek upon conversion to common stock of his 200,000 shares of Series A Preferred Stock. (2) The Company believes that Matt Schissler and Mark Grober share voting and dispositive power over shares held in the name of GHS Investments, LLC, and that they therefore are deemed to be the beneficial owner of shares held in the name of GHS Investments, LLC, and that they therefore are deemed to be the beneficial owner of shares held in the name of GHS Investments, LLC.   Item 13. Certain Relationships and Related Transactions, and Director Independence.   Transactions with Related Persons   ADVANCES FROM RELATED PARTIES   Our Chief Executive Officer and Harvey Romanek, father of our Chief Executive Officer, previously agreed to advance funds to the Company from time to time to support the ongoing operations of the Company. Advances are due within ten days of demand and bear interest at 5% annually.   Advances from related parties consist of the following as of July 31, 20212022 :     Principal as of   Year ending July 31, 2021   Principal as of   Accrued interest balance As of     Principal as of   Year ending July 31, 2022   Principal as of   Accrued interest balance As of     July 31, 2020     Funds advanced     Funds repaid     July 31, 2021     July 31, 2021     July 31, 2021     Funds advanced     Funds repaid     July 31, 2022     July 31, 2022   B. Romanek, President and CEO   $ 13,267   $ 91,081   $ (78,428 )   $ 25,920   $ 7,909     $ 25,920   $ 102,881   $ (54,562 )   $ 74,239   $ 1,345   Shareholder Relative of our President and CEO     70,393       -       -       70,393       11,942       70,393       -       -       70,393       15,462   TOTAL   $ 83,660   $ 91,081   $ (78,428 )   $ 96,313   $ 19,851     $ 96,313   $ 102,881   $ (54,562 )   $ 144,632   $ 16,807       48 Table of Contents      On November 1, 2017, we entered into an employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $78,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred. On February 1, 2019, we amended the employment agreement with Brandon Romanek, our Chief Executive Officer. In accordance with this agreement, Mr. Romanek provides services to the Company in exchange for $178,000 per year plus vacation and bonuses as approved annually by the board of directors, as well as reimbursement of expenses incurred.   During the year ending July 31, 2021,2022, the Company accrued $187,748$177,527 due to Mr. Romanek related to this agreement. As of July 31, 2021,2022, Mr. Romanek has allowed the Company to defer a total of $485,434$662,961 in compensation earned to date related to his employment agreements.   On June 15, 2019, the Company entered into an employment agreement with Joshua Halford, a business development analyst for the Company, under the agreement Mr. Halford earns (i) $3,000 in compensation every other week, payable at the Company’s election in cash or in the form of common stock registered with the SEC on Form S-8 with a 50% bonus for stock issuances made in lieu of cash payments at the time of issuance (for example, if the Company filed a registration statement on Form S-8 in the future, the Company could elect to pay Mr. Halford the $3,000 biweekly payment by issuing Mr. Halford $4,500 of S-8 registered Company common stock at the then-current common stock price instead of making a $3,000 cash payment to Mr. Halford), and (ii) 10% sales commissions. On February 18, 2020 the employment agreement was amended to $1,000 in compensation every other week to be paid in cash. During the year ended July 31, 20212022 Mr. Halford earned $72,000.$233,437.   CONVERTIBLE NOTES PAYABLE RELATED PARTY   On May 1, 2019, we entered into a convertible promissory note pursuant to which we borrowed $200,000 from Harvey Romanek, the father of the Company’s Chief Executive Officer, Brandon Romanek. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 1, 2021. The note is convertible six months after the issuance date at the noteholder’s option into shares of our common stock at a Variable Conversion Price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.   The Company recorded a debt discount in the amount of $200,000 in connection with the original issuance discount, offering costs and initial valuation of the derivative liability related to the embedded conversion option of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. The aggregate debt discount has been accreted and charged to interest expenses as a financing expense in the amount of $75,069$0 during the year ending July 31, 2021.2022.   Further, the Company recognized a derivative liability of $387,232 and an initial loss of $187,232 based on the Black-Scholes pricing model.   As of July 31, 2021,2022, convertible notes due to related parties net of unamortized debt discounts of $0, was $200,000$200,000.    Promoters and Certain Control Persons   None.   List of Parents   None.   Director Independence   The Company currently has two directors, and neither of the directors is independent under either board or committee independence standards. The Company does not have a compensation, nominating or audit committee.     49 Table of Contents       Item 14. Principal Accounting Fees and Services.   The following table sets forth the fees billed by our principal independent accountants for the years indicated, for the categories of services indicated.     Years Ended July 31,     Years Ended July 31,   Category   2021     2020     2022     2021   Audit Fees   $ 19,500   $ 10,000     $ 15,000   $ 19,500   Audit Subsequent Related Fees   –   –     –   –   Tax Fees   –   –     –   –   All Other Fees     –       –       –       –   Total   $ 19,500     $ 10,000     $ 15,000     $ 19,500   Audit fees. Consists of fees billed for the audit of our annual consolidated financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.   Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.   Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.   Other fees. Other services provided by our accountants.     50 Table of Contents      PART IV   Item 15. Exhibits, Financial Statement Schedules.   EXHIBIT INDEX Exhibit   Description   3.1   Bylaws (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.1 thereto)   3.2   Articles of Incorporation filed May 1, 2007 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.2 thereto)   3.3   Articles of Amendment filed January 23, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.3 thereto) 3.4 Articles of Amendment filed January 17, 2018 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.4 thereto) 3.5 Certificate of Designation for Series A Preferred Stock filed January 24, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.33.5 thereto)   3.43.6 Certificate of Designation for Series B Preferred Stock May 12, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.6 thereto) 3.7 Amended Certificate of Designation for Series B Preferred Stock filed June 5, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.7 thereto) 3.8   Articles of Amendment filed January 17,September 28, 2018 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.43.8 thereto)   3.510.1   Certificate of Designation for Series A Preferred Stock filedAsset Purchase Agreement with Brandon Romanek dated January 24,20, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.5 thereto) 3.6 Certificate of Designation for Series B Preferred Stock May 12, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.6 thereto) 3.7 Amended Certificate of Designation for Series B Preferred Stock filed June 5, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.7 thereto) 3.8 Articles of Amendment filed September 28, 2018 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 3.8 thereto) 10.1 Asset Purchase Agreement with Brandon Romanek dated January 20, 2017 (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 10.1 thereto)   10.2   Patent Assignment by and between Harvey Romanek and Brandon Romanek dated November 7, 2016 (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.2 thereto)   10.3   Patent Assignment Confirmation and Release by Brandon Romanek (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.3 thereto) 10.4 Patent Assignment Confirmation and Release by Harvey Romanek (incorporated by reference to Registration Statement on Form 10/A filed on October 4, 2019; File No. 000-55994; Exhibit 10.310.4 thereto)   10.410.5   Patent Assignment Confirmation and Release by Harvey RomanekAsset Purchase Agreement with Urban Oasis Float Center, LLC dated June 1, 2017 (incorporated by reference to Registration Statement on Form 10/A filed on October 4,April 8, 2019; File No. 000-55994; Exhibit 10.2 thereto) 51 Table of Contents 10.6 Amended Employment Agreement with Brandon Romanek February 1, 2019 (incorporated by reference to Form 10/A filed on August 22, 2019, File No. 000-55994; Exhibit 10.4 thereto)   10.510.7   Asset PurchaseEmployment Agreement with Urban Oasis Float Center, LLCJoshua Halford dated June 1, 201715, 2019 (incorporated by reference to Registration Statement on Form 10/A filed on AprilJuly 8, 2019; File No. 000-55994; Exhibit 10.2 thereto) 51 Table of Contents 10.6 Amended Employment Agreement with Brandon Romanek February 1, 2019 (incorporated by reference to Form 10/A filed on August 22, 2019, File No. 000-55994; Exhibit 10.410.5 thereto)   10.721   Employment Agreement with Joshua Halford dated June 15, 2019Subsidiaries (incorporated by reference to Registration Statement on Form 10/A10 filed on July 8, 2019;October 19, 2018; File No. 000-55994; Exhibit 10.521 thereto) 21 Subsidiaries (incorporated by reference to Registration Statement on Form 10 filed on October 19, 2018; File No. 000-55994; Exhibit 21 thereto)       31.1* Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2*32.1* Certification of Principal FinancialChief Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 32.1*32.2* Certification of Chief ExecutiveFinancial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63     101   101 Interactive data files pursuant to Rule 405 of Regulation S-T. ________________ * Filed herewith.     52 Table of Contents      SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   /s/ Brandon Romanek   March 30,November 22, 2022   Brandon Romanek, Chief Executive Officer & President   Date     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.   /s/ Brandon Romanek   March 30,November 22, 2022 Brandon Romanek, Director Date   Brandon Romanek, Director Date     53